Call of Cthulhu
by Pit Viper of Doom
Summary: Names taken from HP Lovecraft! Join my quick-talking, tail-kicking, bad luck-inducing character, Lucky, as she helps Flippy fight back against his liberated dark side, who's definitely planning something. But what? Book 2 of the Demon's Revenge series.
1. The Demon's Return

**So, here it is! My first full-length HTF fanfic, featuring my tail-kicking OC Lucky and my half-OC Cthulhu. I say half-OC because he is an actual character in the show, but he's way different in terms of personality. No sir, he doesn't always just go nuts and kill; sometimes he's a lot more...calculating (shifty eyes). If you think that my calling him an OC is a violation of copyright issues, just let me know (in a civilized manner, please), and I'll take it back.**

**Yes, there will be FlippyFlaky in this fic. Also, a word about Lucky. She is a little less anthropomorphized than the others, so she likes to use her claws, and when she's showing off or needs to run really fast, she goes on all fours like a normal little kitty cat. But that doesn't mean she can't go medieval on your sorry butt if you happen to piss her off. Beware, Disco Bear...**

**At your disposal (sort of),**

**Adderstar of ValorClan**

**P.S.: Flamers will be thrown in an iron cage with Cthulhu. BLEAH! . **

Deep grooves were forming in the forest floor, and the little red porcupine was beginning to feel a little raw under her feet. Wisely she submitted to the rabbit's strong pull and started walking. But it wouldn't stop her from protesting.

"Cuddles, I don't want to…"

"Aw, c'mon Flaky, it'll be fun!" The yellow rabbit, Cuddles, answered.

Flaky pulled her paw out of his grip. "The last time you said that, you ended up getting mauled by piranhas, sharks, and a whale. Then there was that time you lost the front of your body, and I got skinned, by the water slides. Remember? And who could possibly forget the roller coaster incident…"

"Hey, the roller coaster didn't kill you!" Cuddles argued.

She glared at him. "Yeah, it killed _you_."

Cuddles opened his mouth to retort, but could find nothing to say. "Well…you… have to…use dandruff shampoo!" he shot back, knowing it was a stupid comeback.

"Every time I try, I impale my paws!" Flaky replied testily.

Still trying to find a good comeback, Cuddles resorted to screaming.

"BOO!" Then he blinked, and Flaky was nowhere to be seen, besides a cloud of dandruff flakes that still retained her shape.

Feeling a little bad about it, Cuddles resumed his walk to Lumpy's Theme Park of Discombobulating Madness. He didn't really know what discombobulating meant, but if it was a theme park, then it must be something positive. As he neared the park, his foot squelched in something. Meh, must be mud.

* * *

Even though she knew Cuddles was kidding, Flaky kept running. Her eyes were shut (not a good idea if you're running). This was a common practice for Flaky; run until she was too tired to be scared anymore.

"Oof!" Flaky stumbled over a root and crashed into someone. "Sorry!" she said quickly. Then she recognized a familiar green-furred face, and bitter experience had forced her to flinch without even meaning to.

Her obstacle's eyes widened, and for a split second, Flippy looked genuinely hurt.

"Th-that's okay," he replied, knowing exactly why she had recoiled.

Looking at him, Flaky was startled by the odd look in his small black eyes. They were unhappy and haunted, identical to the look he always had when remembering whatever he had gone through in the war, usually right before he started killing everyone.

Flaky took an automatic step backward. "Are you feeling okay?"

Blinking owlishly, Flippy shook his head, and the look was gone. "I'm not about to go crazy, if that's what you're afraid of. He's not in my head anymore, remember?"

The porcupine relaxed visibly. "Do you think he's gone for good?" she asked cautiously.

Flippy looked down at his feet as though the answer was written in the grass. "No," he said finally. "I don't think he's gone He's not in me anymore, but he isn't gone. But I guess I should count my blessings, huh? But how's Cuddles? He's usually dragging you off somewhere you don't want to be."

"He's off to Lumpy's new theme park," Flaky answered. Flippy chuckled; his previous emotions had worn off.

"Now this I gotta see," he said cheerfully. "There's nobody like Cuddles for brightening someone's day, eh Flaky?" He turned to go.

"I'll see you later, I guess," Flaky called after him, and was surprised when he gave her the "Rock on" sign. Snorting with laughter (not something she did on a regular basis), Flaky headed home to make sure Nutty wasn't raiding her pantry again.

* * *

Flaky hadn't been the only one running. Someone else was dashing through the woods, but more out of common sense than fear. Despite her desperation-fueled speed, the green-eyed black cat managed to keep her four-leafed clover tucked behind her left ear. And boy, Lucky was livid.

It had started with her simply minding her own business, going about her normal activities, but then that lunatic in an army outfit had decided to jump her. As mentioned before, she was highly irritated.

"You really are an idiot!" she spat over her shoulder. "Don't you know what I am?" She tripped over a root and landed flat on her face. Oops. Her pursuer caught up easily and kicked her in the side, forcing her to roll over onto her back.

The assailant was a small pale green bear with a darker green beret, a camouflage uniform, and dog tags around his neck. His mouth was twisted into a bloodthirsty grin, displaying a mouthful of sharp teeth. His eyes were glowing insanely with a glinting blue color. But in actuality, most of his fur was stained reddish brown in a splatter pattern with green underneath. Lucky could only tell that the red was blood because his fur reeked of death.

"Yeah, I know what you are," he snarled, licking the blade of a Bowie knife he had drawn from his pocket. "You're a dead cat."

The black feline's irises were reddening when she winked at him. "50 percent is an F, y'know," she said amiably before kicking him in the shins and leaping up.

With a crazed howl, the green bear charged at her and stopped briefly to swing his knife. Lucky sidestepped casually and swiped at his face with an unsheathed claw. The force of the blow snapped his head to one side. Letting a low growl grate in his throat, he slowly turned his slashed face forward again.

It was then that Lucky realized her sidestep had only momentarily moved her out of the way of the gleaming knife, because she now found herself backed up against a large tree without anywhere to run without risking death. There was nothing for it now but to wait for a little…

Luck.

She dropped to all fours, arched her back, and fluffed up her black fur. Her lips were pulled back to reveal her own teeth, her ears were flat against her head, and her eyes were now fully red. She looked just as ferocious as the insane bear who was intent on killing her.

"Didn't your mommy ever tell you not to corner an angry cat?" she hissed.

The bear was about to growl back an insult when a cold, angry voice made them both turn.

"You."

And identical bear, only with completely green fur, larger black eyes, and chipmunk-like front teeth, was standing about ten feet away. Lucky was struck by his hateful gaze that seemed to intensify every second.

Lucky took advantage of the insane one's distraction to strike his other cheek with her claws. Wasting no time, she shot up the tree and watched from a high branch.

Her would-be killer growled, irritated, and turned to the new comer. "Aw, look at that, Goody-Goody, you made me lose a kill." He toyed with the Bowie knife.

"I'd thank you to call me Flippy, thank you very much," the identical bear, apparently named Flippy, replied tersely.

"If you ain't careful, I'll soon be calling you dead," Flippy's twin retorted lazily.

"You don't scare me, Cthulhu," Flippy snapped, but his eyes betrayed his mortal terror. "I'm past fear." He strode forward purposely until he was up in Cthulhu's face. With contempt in his eyes, Flippy looked him up and down before finally remarking, "Keeping busy, I take it?"

Lucky's tail tip twitched involuntarily. Oh, great. It twitched again. This happened rarely, because her curse mostly struck at random. But sometimes the tip of her tail would warn her.

"Uh…hey you," she called down at the one who wasn't trying to kill her. He stared up questioningly. "Yeah, you. Flippy, is it? I don't mean to be rude, but you're gonna have to scram. Go about five yards to the left."

"Why?"

"Just do it. Lemme get a crack at this jerk."

Mystified, yet still wary, Flippy stepped away. The demonic-looking Cthulhu stared up balefully as she balanced on the branch and began to spit insults.

"So, Cthulhu," she began calmly. "Lovecraft's monster, right? To say that the name fits you perfectly would be a great injustice..." Cthulhu smirked at what he assumed was compliment, until Lucky added, "...to the monster, that is."

Cthulhu growled menacingly, and Flippy snorted loudly with amusement. Encouraged, Lucky continued her barrage.

"But then, slap a couple of tentacles on your already horrendous face, and you'll do the poor beast some justice, you festering little reptile."

The bear's green eyes widened with anger, and he snarled hatefully. He was having a hard time concealing his fury, and Flippy was doing an equally poor job hiding his laughter behind both paws. His eyes were streaming with the effort.

"I'll tear you apart!" Cthulhu hurled his Bowie knife at her, but rage threw of his aim. The knife struck the branch between Lucky's feet, slicing a section clean off. Lucky danced nimbly onto another limb.

"You'll have to do better than that, Butterfingers," she taunted.

Cthulhu had retrieved his knife, but it was useless against the falling bathtub that plummeted out of the sky and landed on him.

Lucky performed a wild spinning kick. "KEE-YAH!"

"How'd you do that?" Flippy stared at her. "Did you do that?"

"Yeah, I did that," Lucky answered matter-of-factly. "All I had to do was walk past him."

"Huh?"

"I'm a black cat, you know," she replied. Her face fell suddenly. "It's my curse. Everyone I walk by ends up with bad luck. It's useful against jerks like him, but happens to people I like, too."

Instinctively Flippy took a large step farther away from her.

"See that?" Lucky gestured at him. "Sometimes I wish I'd been born a calico. Or maybe a ginger tabby. That would have been cool."

A grunt from beneath the bathtub made them both stare at it in astonishment. The red-spattered bathroom fixture flew through the air, and Cthulhu hauled himself to his feet. He was bleeding all over, but his voice was oddly calm.

"Y'know, maybe I'm going about this wrong," Cthulhu said slyly, more to Flippy than to Lucky. Flippy remained completely motionless as Cthulhu sidled up to him and started circling him like a wolf. "And maybe you are too. 'Cause we had some good times, didn't we, Flip? You can't possibly say you didn't enjoy the feeling of a good ol' Arkansas toothpick ripping through flesh. You can't say you weren't exhilarated by the salty taste of somebody else's blood." Flippy glared hatefully, but said nothing. Taking this as a sign that more persuasion was needed, Cthulhu persisted. "Ah, good times… Remember when we slaughtered those two thieving raccoons when they tried to rob us?

Flippy shifted uncomfortably, and a sick look crossed his face.

"And remember that time we killed everyone at the movie theater?" Cthulhu continued. "You have to admit it was fun."

A strangled half-sob escaped Flippy's mouth. Lucky knew she should do something, but curiosity and strange fear rooted her feet to the spot. This Cthulhu guy could make you think a bluebird was an antelope, the way he talked. Hopefully he couldn't convince Flippy of whatever it was that he was trying to convince him of.

"And then there was that time we smashed Cuddles' face off with a rock, strangled Giggles with his intestines, and burned Flaky alive in that sleeping bag. Don't ya remember how fun it was to see the bag thrash for a while before going still? Wasn't it a great feeling to hear her scream—urgh!"

Flippy's clenched paw had moved so fast that Lucky had blinked and missed it. The lightning-fast blow effectively smashed Cthulhu in the face and sent him spinning crazily into a tree trunk. He recovered quickly and sprang up again. Flippy was up in his face again, emphasizing his words with periodic shoves.

"_You…know…nothing_!" Flippy snarled. "That's _your_ side of it. You don't know—can't possibly know—what it's like to crouch in the back of your mind and just watch as people you know, friends you care about, are slaughtered at your own hands! You don't know what it's like when people look at you like a monster and avoid you as much as they can, because they'll afraid you'll kill them. You don't know what it's like when someone you love is being murdered in front of you, and you look down and see that you're the one doing it to her…" His voice trailed off; obviously he had said something he hadn't meant to say.

A grin of triumph crossed Cthulhu's face. "I knew it," he sneered. "I always knew how you felt about that spiky little pansy. You pathetic little custard-hearted milksop, I toldja you were weak."

"Hey, Flippy, I heard the commotion, and I…AAAAAAAAAAUUGGGH!" The yellow rabbit that had just arrived now hid behind a tree. He looked like he had fought a duel with a thorn tree and lost; his entire body was lined with cuts and scratches.

"Stuff it!" Lucky warned.

The rabbit was now hyperventilating into a brown paper bag, saying in a muffled voice, "He's…back…we're…doomed!"

Suddenly, something in Lucky's mind clicked. A rabbit…

To test her theory, she ran to pass by him. Nothing happened. Yes, very good.

_ARRGH! Stop thinking about your stupid luck!_ she told herself. Flippy and Cthulhu were forehead-to-forehead glaring at each other, and each of them looked ready to kill the other.

Then things got interesting.

A small red porcupine, covered in dusty-looking white flakes, happened by, at first only noticing the rabbit. "Cuddles!" she sighed, rolling her eyes. "I won't say I didn't warn you about the theme par—CTHULHU?!"

"Hello, Flaky," the blood-covered bear snarled in greeting. "We were just talking about you. DIE!"

Several things happened at once. Cthulhu rushed at Flippy, knife upraised; Flippy screamed at Flaky to run; Lucky dashed forward just in time to trip the Flaky's pursuer; Cuddles popped the paper bag and passed out.

Lucky for everyone, Cthulhu had been traveling at a high speed and was now carried through the air by his momentum. Flaky was still fleeing for her life when Cthulhu struck her back and bounced off with several red quills piercing him. For an instant he crouched on all fours, staring at the four gathered there with fiery hatred in his eyes. After a fleeting moment of this, he limped off toward the edge of the forest. The rest of them watched him go, still shaken. Cuddles came to slowly.

"Something's wrong." Lucky turned, astonished, to Flippy as soon as these words left his mouth.

"What are you talking about?" she demanded. "We just chased that guy away and got off scot-free! What do you mean, something's wrong?"

"I've known him longer than you have," Flippy replied in a shuddering voice. "It's not like him to just give up kills like this. He's planning something. Back when he was in my head, he would just kill everything with anything. He'd set a few traps, but he would never plan anything."

"Well, who's up for following and finding out?" Lucky said dryly. "I'm not. There's really nothing we can do about it right now."

"She…has a point…ya know," Cuddles backed her woozily, looking lightheaded from blood loss (and from passing out).

The rabbit caught sight of Lucky's quizzical glance, and answered the unasked question. "Parade at the theme park… the confetti was actually bits of colored glass.

Meanwhile, Flaky was watching them with wide, horrified eyes. She was crouched on all fours on the ground, trembling so violently that dandruff dust was flying off her like a miniature snowstorm. Flippy approached her carefully.

"You okay, Flaky?" he said sympathetically. "He didn't hurt you, did he?" As he got up close to her, she threw herself at him. Shocked, Flippy almost fell backward as the terror-stricken porcupine clung to him frantically. She rested the side of her head against his chest, and her tears soaked through his camouflage jacket.

With tenderness in his eyes, Flippy returned her hug. Her sharp quills pricked his paws, but he ignored the stinging as he held her close as she sobbed over and over again, "He's back…he's back."

* * *

That's right, Flippy, give her a hug... Hooray for FlippyFlaky romance! 8D

* * *


	2. Flippy's story

"So, Cuddles," Lucky began. "What do you know about Flippy? What's his deal?"

It was the day after Cthulhu's appearance, and already Lucky had dropped an air conditioner on Petunia and Handy, creamed Pop and Cub with the same anvil, and collapsed a knife store in on Shifty, Lifty, and Lumpy. Word traveled fast, and everyone was avoiding her whenever she visited town. To be honest, she always liked solitude, but she hated to see animals running away from her. The only ones who didn't seem to mind her were Flippy, Flaky, and Cuddles, who mysteriously had never had trouble with her curse..

A grim look crossed the rabbit's face. "What isn't there to know?" he replied. "Were you in the war?"

Now it was Lucky's turn to look serious. "Why do you think I'm still alive? Of course I was in the war. Who wasn't? I did hear about Flippy though, how well he fought, and the fact that he won the war single-pawed. And I remember seeing you there, too. But our army was so big, I hardly knew anyone."

"I was always placed in the front ranks," Cuddles explained. "And Flippy-- wait, why are you asking _me_?"

"Because I tried to ask Flippy, but he wouldn't give me a straight answer, and Giggles told me, right before an air conditioner landed on her, that I should ask you since you were the one who 'found him'. What's that supposed to mean?"

"Well, actually, Flaky's the one who knows the whole story, besides Flippy of course, but I'll tell you about Flippy. Ever since the war, he's been real... unstable. Whenever something reminded him of what he went through --a woodpecker, fire, or basically any loud noises or anything that resembled blood-- would just set him off. He'd get this really weird look on his face, and he'd just slaughter everyone around him."

"Did that ever happen to you?" Lucky asked, fascinated.

"Did it ever!" Cuddles laughed mirthlessly. "No one's ever been killed by him as many times as I have. But anyway, we always thought it was PTSD. Post-traumatic stress disorder, y'know? Finally, after killing Giggles, Disco Bear, and Petunia, he finally got help from Lumpy, who was apparently being a psychiatrist that day. He went through a few sessions, before Lumpy inaverdently managed to separate both of his sides, but only in his mind, you see? Flippy never told us what happened in his mind-fight with his bad side, but all we know is that Flippy won. What resulted was both Flippys completely divided into two separate entities, and it set his evil side free without Flippy for a backseat driver to put a rein on him if need be." Cuddles paused. "When Flippy's evil side got out, we realized he wasn't just a figment of Flippy's imagination, created by trauma during the battles. He really was a demon, who'd decided to name himself Cthulhu. Yesterday was the first time we've seen Cthulhu since Flippy defeated him."

"And so what did Giggles mean when she said you 'found him'?" Lucky queried again.

Cuddles blinked. For a moment Lucky glimpsed a tear glistening in the corner of the rabbit's eye, and she immediately backtracked. "I'm sorry, Cuddles, if you don't want to talk about it then that's just fi--"

"No, no, that's okay," Cuddles shook his head. "It's just that... Teddy was a good pal of mine. What am I talking about, _everyone_ was so fond of the little guy. Oops, I shouldn't be saying little...he hated that. If anyone ever teased him about his size, he'd tell them to shut up in really creative ways. He was just as eloquent as you, I think." Pain and nostalgia filled Cuddles's dark eyes, and he blinked again. "I've just... ever since that war, I've just stopped caring. I've died the most, out of everyone you've ever seen today. That war ruined everyone, and it's just made me wish that I'd died then, rather than get stuck in this whole eternal life deal."

Lucky was curious as to who this "Teddy" was, but she knew better than to press. Because Cuddles immediately continued in a low voice.

"Teddy was Flippy's lit-- I mean _younger_ brother. He was small for his age, and people used to tease him about it, but we all really liked him. Even during battle, he would always have on this black Greenday T-shirt, you know, the one with the American Idiot logo? I remember that he absolutely _hated_ it when people cracked stature jokes around him, and Flippy... Flippy would always be there to stand up for him." Cuddles paused again and smiled sadly before continuing. "Teddy absolutely adored Flippy. He looked up to him, and would always say that he wanted to be just like his big brother. And Flippy loved him just as much.

"I... I just remember getting up one morning to relieve Flippy, Flaky, and Flaky's sister Prickly from sentry duty, and... well, I found them. Flaky was there, cowering against a tree as she stared at her sister's dead body, and Flippy--" Cuddle's voice wavered and broke. "Flippy was just... there... He was just sitting there and holding his brother's body and rocking back and forth, back and forth. I'll never forget the look in his eyes." The rabbit broke off.

"What was it?" Lucky asked cautiously, knowing full well that she was walking on eggshells at this point.

Cuddles looked her straight in the eyes. "He just stared straight ahead, seeing everything and nothing. I swear, if I hadn't seen him sitting up and moving, I would have thought he was staring at me through dead eyes."

Inwardly, Lucky trembled as she pictured the look perfectly.

* * *

"Flaky! Hey, Flaky!" Lucky pursued the red porcupine, who started at the sound of her voice and turned to face her. Taking the clover from behind her left ear, Lucky handed it to her.

"Here, hold this, and it'll ward off the bad luck for a while. I have to ask you something. What do you know about Flippy and his younger brother?"

Flaky started again. "Wh-what?"

"I asked Cuddles, and he told me about Flippy and Teddy," Lucky explained. "He said you could tell me what happened before he 'found you', if you know what I mean."

Flaky's eyes clouded over. "What did Cuddles tell you about Teddy?"

Squinting one green eye, Lucky recalled Cuddles's description. "Eh, he said he was kind of small for his age, but he hated it when people teased him about it, he hero-worshipped Flippy, and he always wore a black Greenday T-shirt. That's about it."

The red porcupine managed to smile. "Well, then he didn't tell you that Teddy had a slight crush on... well, me. Nothing big, though, just puppy love, I guess. You know Flippy's Bowie knife?"

Lucky squinted one eye again. "Uh... was that the knife I saw Cthulhu waving around yesterday? It's Flippy's?"

"Yeah, Cthulhu stole it." Flaky's eyes hardened. "It was originally Teddy's, but Flippy took it and... well, I'll get to that part later, but I'll begin at the beginning.

"Back during the war, I was a lot braver than I am now, and that's probably because of my sister, Prickly. Our relationship was just as close as Teddy and Flippy's was, but we looked at each other more as equals. You wouldn't think she was older, if you saw us together. Everyone would think we were twins. Everything was going great--"

"Except for the fact that we were in the middle of an extremely gruesome war," Lucky broke in. Flaky glared at her. "Shutting up."

"Teddy and I were great friends, and often we'd find ourselves back-to-back, talking and gossiping amiably while we fought. Teddy was firmly convinced that Flippy would win the war all by himself, and you would think the same thing, to look at him. This was during the early stages of his problems with Cthulhu, but ironically it was probably Cthulhu who helped keep him alive. Flippy was just plain unstoppable, and some of the more superstitious of the soldiers thought he was invincible. But then one day, the ground fell out from under our feet.

"The end of the war was nearing, and each sides were depleted to just over a hundred soldiers apiece. It was just before dawn when Flippy, Prickly, and I woke up for our sentry duty shift. Teddy woke up, too, and begged to come with us. There was no way, absolutely no way that Flippy could say no; Teddy put on his cute face." Flaky paused, smiling mournfully. "His eyes were... larger than most, and when he opened them really wide, they seemed to grow even bigger and block out the whites of his eyes. It was a well-known fact back then that Teddy could stop an army with those eyes of his. He actually did once, and provided a much-needed diversion for a group of P.O.W.s to get away."

"So what happened? How'd he die?" Lucky pressed gently.

"So anyway, we all went on patrol, to check and make sure no enemies crossed onto our side of the woods. Flippy was leading the way, when suddenly he stopped, looked down at at his stomach, and yelled at us to run. I saw what made him do that; there was a red dot of light on his stomach. He almost got sniped.

"I'd never seen him so scared. He just ran back past us, still yelling at us to get out of there. We took cover behind a huge dead log, with a width about my height. When we looked up, Teddy was standing just on the other side, in full view of whoever had tried to kill us. I called to him, told him to get over behind the log, but it was like he couldn't hear me. Then he just sank down til he was on his knees. That's when Flippy broke cover, ran to him, and just hugged him. By then I could see a patch of red on his back, and on his stomach. He'd been hit, and the bullet'd gone right through. Then Flippy laid him down, and I could see he was saying something to Teddy, before Teddy's eyes just went blank and he... he just... stopped breathing."

Lucky shuddered. "It must have been a terrible thing for him, seeing his brother like that."

The stone-faced porcupine never took her eyes from the clover as she twirled it between her fingers. "He picked him up and held him close, and his eyes were closed but the tears were still coming out. Then he carried his little brother back to where Prickly and I were watching, after coming out from behind the log. He gave him to us, and told us to wait there a moment. He took the Bowie knife from Teddy's belt, and then spun around and threw it. It was then that I saw the sniper in the trees; the business end of the knife nailed him square between the eyes. For a second, Flippy's eyes just filmed over, shrank, and turned this haunting blue color. Then he screamed."

Flaky drew in a deep breath. "It was a long time ago, Lucky, but I can still hear that scream, like some wounded wild animal. It just ripped out of Flippy's throat. Then we were left holding his brother's body as he thundered off into enemy territory. We heard more screaming coming from the enemy camp, and for what seemed like hours we stood there, completely awe-struck and terrified, until Prickly finally flew into action. We set Teddy down on the ground and raced after him. And when we got there, the camp was just filled with dead bodies, many of them horribly mutilated. There were about ten of them left, and Flippy was covered in blood and continuing to kill. Prickly and I ran in to help, but one of the enemies, a little dog, got behind me and knocked me out. When I woke up, Flippy was crouching over me. I looked around, and...and I saw that the two of us were the only ones left alive."

A breath froze in Lucky's throat. "You...you mean..."

"Yes," Flaky nodded, wiping away tears. "Prickly was dead. I asked Flippy what had happened, and he looked at me with this horrible anguish in his eyes, and he said, 'I'm sorry, Flaky. I tried to save her'. We took Prickly back to where we'd left Teddy, and I just broke down. I leaned against a tree, shaking so bad, while Flippy sat down, cradled Teddy's body in his arms, and rocked back and forth, again and again. And that's when Cuddles found us."

Sympathy filled Lucky, and she looked down at her feet. "Wow...I had no idea, Flaky."

"Yeah..." was all Flaky could say. But then a change came over her, and a hard light appeared in her eyes. "But things have changed now. Cthulhu's free, and he's made it no secret that he's coming to get us all. And somehow, I doubt he'll let us come back as usual. I'm tired, Lucky. I'm tired of being scared all the time. I think it's time for me to fight back again. And..." Her voice trailed off, and her face became even more red, if possible.

"What?" Lucky asked.

"Promise you won't tell a single living thing?" Flaky asked, dropping her voice to a whisper. Lucky nodded. When the porcupine spoke again, her voice held a trace of determination. "I love him, Lucky. I love Flippy with all my heart. I'm willing to die for him. I just wish he felt the same."

Lucky opened her mouth, about to say that Flippy did in fact feel the same way, but decided against it. The last thing they needed at a time like this was a whole bunch of awkward moments.


	3. The Meeting

**Okay, new chapter. I'd just like to say a couple of things about the last one.**

**Most Flaky's conversation with Lucky was based on the conversation between Captain Rafe Granden and Tiria Wildlough in Brian Jacques's Redwall novel, High Rhulain.**

**Second off, I do not own HTF. It is owned by... I dunno. I just own this storyline, Lucky, Vance, and I half-own Cthulhu. **

* * *

Lucky strolled casually down the street, nodding her head in time to the Metallica that was blasting in her ears. Loud, angry music often helped her think things over, especially about rough subjects like the problem of Cthulhu.

All around her, Tree Friends dodged falling bathroom fixtures, anvils, broken glass, and other sharp or heavy objects, until she finally bento down and picked up a penny and stuck her clover behind her left ear. This caused momentary relief for them all, except for Sniffles and Handy (who had died). Giggles and Petunia, after returning, were also suffering, but for quite a different reason. A golden-furred bear with a large orange afro and a yellow polyester suit was trying to flirt with them. Cuddles had told Lucky about many of the Tree Town inhabitants, so she recognized him as Disco Bear, who was half village idiot and half town flirt.

The two girls managed to escape him, and were attempting to get farther away from him when they smacked into Lucky. The black cat, who was completely absorbed in her music and her troubled thoughts, was yanked rudely out of her musical reverie. Her MP3 player slipped from her paw, and pulled the headphones from their position on her ears.

"Sorry, lucky!" Petunia apologized, smoothing every single hair on her ruffled tail back in place. The two of them began to edge away from her.

"Eh, trouble with Mister Thinks-He's-Smokin'-Hot over there?" Lucky inquired in an attempt to be friendly. Giggles caught sight of the penny in her paw, the clover behind her ear, and the lucky blue stone around her neck, and relaxed.

"Yeah." She made a face. "He never seems to understand that I already have a boyfriend. He tries to charm us all the time."

"Wish he'd flirt with me," Lucky mused aloud. Giggles and Petunia gapped at her. The cat rolled her eyes. "You know, so I could knock him down a peg or two. Rain on his parade."

"Be careful what you wish for," Petunia advised her wryly. "Here he comes now."

The blue skunk spoke truly; she and Giggles hurried away as Disco Bear swaggered forward smoothly. In less time than it would take to smack him across the face, he had sidled up right next to Lucky.

"Me-ow," he said flirtatiously. "Hey, good-lookin', did anyone ever tell you how totally awesome you are?"

Lucky treated him to her most withering look. "Hey, Trapped-in-the-Seventies, get lost." She flicked his nose, being careful to unsheathe her claw to its full extent.

Unfortunately, Disco Bear took this as a game of hard-to-get. "Hey, don't be like that, sweetheart. You wanna see my pad?"

"Sure," she said casually. She grabbed his paw and studied the lines on his palm (in a bear's case, his pad) closely. "Huh. Well, whaddaya know, it says here you have a very short lifeline, especially if you don't quit trying to flirt with me."

Disco Bear nudged her and winked. "Aw, I know you're crazy about me."

Lucky squinted one eye, as she always did when she was thinking. "Hmm, let me put this into your own words. 'Dream on'. Does that mean anything to you?"

"Don't play hard to get," he answered, winking again. His voice was really rough and low; a total bimbo would find him irresistable. But, of course, Lucky was no bimbo.

"Do you need me to Mace you?" she hissed. Completely stumped, she resorted to threats. This guy just didn't quit, did he? It was time for drastic measures. Not too much, though. She tossed the penny over her shoulder, and the desired effect was almost immediate.

"I know you know I'm the sexiest th--"

"PENDULUM AT ELEVEN O' CLOCK!" Lucky roared, throwing herself flat. Disco Bear barely had time to turn around before a weighted pendulum swung in out of nowhere and creamed him in the face. Minus a few teeth, and sporting a dark purple spot on each eye, Disco Bear was knocked backward to the ground.

Lucky began imitating his disco dance moves quite skillfully. "Bow-chick-a-wow-wow."

At a safe distance, Giggles and Petunia were slumped against each other, laughing helplessly. With an ego as bruised as his face, Disco Bear sprawled on the ground in a weighted-pendulum-induced daze.

Then Lucky, who was quite prone to brutal attacks from her overlarge conscience, surprised them all. Stooping over Disco Bear, she offered a paw. The bear was slightly confused and hesitant to take it, but was immediately relieved when she helped him up and grinned sheepishly.

"Sorry about that," she told him. "I can be a bit of a jerk sometimes. You okay?"

"Well, I didn't die," the bear reported, wincing as he felt both blackened eyes. "I guess that counts for something." His broken teeth flashed in a grin. "I knew you were comin' on to me."

The smile on Lucky's face became strained. "Not really," she replied with forced friendliness. "On account of the fact that you look like a raccoon with a shattered mouth." She turned on her heel and walked away to retrieve her MP3 and penny. In doing so, she passed by both Giggles and Petunia, who were immediately crushed by a falling stature of Henry David Thoreau. Sighing in exasperation, Lucky went off to look for Flippy. There were things she needed to ask.

* * *

Hours later, in another city full of generic Tree Friends, a manhole clanked shut on the street. With a knife clenched in his teech, the figure climbed down the ladder into the sewer below. A noise of disgust escaped him; sewer rats, disgusting creatures. But as little as he liked the filthy vermin, he knew he needed their help.

He slipped through the slimey tunnels, navigating them with little difficulty. Eventually, he came to a rough opening to a passageway that had not been a part of the original sewer system. The rats had made these tunnels, and put them to good use.

A sudden movement from a tributary tunnel made him turn swiftly. An gun-carrying rat, probably there as a guard, stepped in front of him and made as if to attack him.

The intruder acted swiftly; dropping into the shadows, he flew at the guard and pinned him to the tunnel wall a foot crushing his gun arm to the floor. The knifetip pricked the skin on the rat's bobbing throat, and a thin trickle of blood dripped onto the blade. The rat's attacker drew the knife back briefly to lick the red liquid from the blade before returning the weapon to its original position.

"Lovely welcome party your boss sends me," he gritted into the hapless rodent's face. "Ever try that again and this knife goes straight into your jugular. Now take me to Ratt." The guard dared not nod with the knife brushing the fur on his throat. The visitor, pale blue eyes glinting, realeased him roughly. The frightened rat, who was no bigger than the newcomer himself, scrabbled down the rough passageway.

"This way," he said.

As the guardrat led the ominous visitor to the Sewer Rat Mob's Headquarters, the former began muttering to himself.

"Huh, 'guard the tunnel,' Boss sez. 'Challenge anyone who waltzes in,' he sez. 'If this Cthulhu guy comes, ya want I should stop him, too?' What's the Boss say? 'Shore,' he sez to me. 'Rough him up a bit.' Huh, yeah, right."

The visitor, Cthulhu, heard all of this. "Shut your trap," he ordered sharply, and the rat obeyed with less argument than he would have given the Boss.

Finally, the rat led him to the end of a passageway, where a door stood half-open. Sounds of gunshots and breaking glass invaded Cthulhu's ears. The guard turned and started back to his post, but Cthulhu's paw shot out and grabbed him by the ears. Squeaking in pain, the guard was hauled bodily into the seedy-looking place.

The gunshots, bar fights, and high-pitched squeaky arguments stopped. All eyes turned to Cthulhu as he dragged the unfortunate rat into the room. Approaching Ratt's personal table, Cthulhu threw the guard carelessly into a chair before seating himself.

As the demon looked around through slitted blue eyes, he was pleased and satisfied to see that he had caused all activity to cease. One rat could be seen about to pounce on his poker opponent for cheating. At the bar, another had his comrade by the throat, an empty bottle upraised, but neither of them made any move to defend or attack. Like every other present Mobster, they were frozen in place in their fearful awe, staring at him with wide eyes.

In the table next to the demon, a creature stared at him behind electric blue sunglasses. The lenses were reflective, so it was impossible for anyone to tell what he was thinking. The creature didn't seem to be noticed by the other rats (even before Cthulhu came in), even though he was not a rat but a weasel. Cthulhu would have noted him, but was so caught up in the rats' awe of him that he ignored the weasel and decided to show off a little.

To exercise his power over the rats, he barked, "What're you lookin' at?" Immediately they returned to their business. The poker-player tackled the cheater, and the rat at the bar could be heard smashing the bottle over his own opponent's head.

Cthulhu turned back to the leader of the Sewer Mob. "I see you haven't changed the way you roll out th welcome wagon, Ratt," he remarked, gesturing to the quaking guard rat sitting next to him.

With a swift jerk of his head, Ratt dismissed the sentry, who knocked his chair backward in a mad rush for the door. "I take no chances, Cthulhu," Ratt replied impassively. "There are plenty of guys who'd love to see me dead, as in dead permanent. It's a matter of security."

"So you say," Cthulhu half-scoffed, but said no more on the matter. He decided not to mention the guard's comment about roughing him up. There was no need to antagonize Ratt further.

"Yeah, I say," the Boss rat answered coolly. "So what is it that you want to talk to me about?"

Cthulhu glanced around briefly before finally taking note of the tall young weasel at the tabble next to them. The animal seemed to be absorbed in his drink, but with the reflective shades, it was impossible to tell for sure. There was a distinctive white V mark on his forehead, and Cthulhu memorized it for future reference.

"Who's that?" the demon asked suspiciously. "He's no rat."

Ratt followed his gaze. "Oh, Vance? Ignore him," he said carelessly. "We see him around here all the time, but he doesn't do anything."

"Fine," Cthulhu conceded. "I have a proposition for you..." As he outlined his plan to Ratt, he decided to trust the rodent just this once and not worry about the weasel. It would prove to be a mistake.

At the other table, the weasel's ears twitched. Just a twitch, then nothing more. Nothing else would betray the fact that Vance was listening intently.


	4. An Old Friend

**I just wanted to say to any DB supporters that I'm sorry I was so nasty to him last time. I just needed some comic-relief/filler before introducing the Sewer Mafia and Vance.

* * *

**The next morning, Lucky approached Flippy's front door, screwing up her courage to ask him the many questions she had. She had chickened out the day before, knowing that she would be touching on a tender subject.

Lucky was about to knock on her friend's door when Lumpy the moose came up behind her and tapped her on the shoulder.

"What is it?" she asked, seeing him dressed in a mailman's uniform. "Do I have a letter?"

"Uh-huh," the moose affirmed, handing her an envelope that looked like it had been opened already. "It's from the city. You got friends there?"

"Maybe," she replied flatly. "Listen, Lumpy, I know you've been going through our mail and taking stuff out of it. I'd better not find any chocolate fingerprints on this."

"Nope, I had chocolates in yesterday's mail," the moose called over his shoulder as he got back into his truck.

Lucky scowled after him before glancing at the return address of the sender. There was no name. Curious, she removed the letter from the envelope. It was completely empty. "Wonderful," she said to herself sarcastically, stuffing the paper back in the envelope. Then, gathering up her nerve, she knocked on Flippy's door.

After a moment, the bear opened his door. "Oh, hello, Lucky." Lucky was struck by how relieved he was to see that it was her. Who else would he be expecting? Cthulhu? Maybe.

The words left the cat's mouth without any greeting or preamble. "I know about your brother."

Flippy stiffened, and an odd look entered his haunted eyes. Without a word, he shut the door in her face.

In frustration, Lucky banged her head on the door. "Frick!" Angry at herself for being so blunt and tactless, she dropped to all four paws and stalked home with her tail held high.

She had set up house near the edge of Happy Tree Town. It was nothing special, just a small one-story green house. The only unusual things about it were the flowerpots and window boxes full of clover, and the horseshoe hanging on her front door. Still in a huff, Lucky dropped the envelope in her recycle bin (donated by Giggles) and sat down at her desk.

Lucky pulled out the letter and her fingerprint kit to see if she could find the idiot who had decided to prank her. But when she looked at the letter more closely, she noticed a bunch of numbers written lightly in a corner.

8-15-12-4 21-16 20-15 12-9-7-8-20

Quickly, she deciphered the number code. _Hold up to light._ She sniffed the paper and caught the tangy smell of lemons. Lemon juice! She pulled her lamp closer and held the letter up beneath it. Like magic, the message appeared.

_It's been a while since I've seen you in person. I haven't forgotten what a friend you were. Now it's time for me to return the favor. I'm still in Joyful Tree City, and it wasn't until just today that I found out you were close by, in Happy Tree Town._

_I need to talk to you, in person. If possible, bring two others: Flaky and Flippy, I think. If I remember right, Flippy was the one who single-handedly won the war. I'll be in the alleyway just off Acorn Ave, tonight at ten o' clock. Some guy named Cthulhu is pretty pissed at you. Don't be late, please._

_--V.W._

Lucky's paw shook as she read the message over and over again. She hadn't seen her old friend since the war, and he hadn't written to her for almost six years. Guiltily she realized that she hadn't thought about him for that long. And somehow he'd found Cthulhu.

And urgent knocking at her door almost gave her a heart attack. Still clutching the letter, she hurried over and opened her front door. It was Flippy.

"Listen... I'm sorry about the whole slamming-the-door-in-your-face thing." Flippy said, looking contrite. "It's just--"

"No, no, I understand," Lucky waved away his apology. "It's my fault for being a complete tactless idiot."

"So what did you want?"

"Well, I was going to ask you what you know about Cthulhu, but things just got a bit complicated." Seeing his questioning look, she showed him the letter.

"V.W.? What is that, Volkswagon?"

"No." Lucky shook her head. "An old friend of mine from the war, a weasel named Vance. Vance Weasel."

"So, how is this complicated?" Flippy questioned.

"Well, Lumpy told me it was from the city, and that's where Vance told me he'd be going when the was was over," Lucky explained. "He wanted to start his own rock band, but when he couldn't do that, he started keeping an eye on Ratt."

"Ratt?" Flippy cocked his head as he recalled the name. "Wasn't there something in the paper about him starting a Sewer Rat Mob?"

"Yeah, and Vance has been watching him for a long time. Once in a while he'd send me a message with what's been going on. But he hasn't contacted me in six years."

"What does he usually send you?"

"Information, locations, numbers, anything useful," Lucky said, squinting one eye. "He sends anything important he finds to me, in case they find out he's been spying and make him have an 'accident'. But he never sends anything unless it's vitally important, and it has to do with the Mob."

Suddenly it dawned on Flippy exactly what she was trying to tell him. "So what your saying," Flippy mused "is that Cthulhu's trying to get Ratt and the rest of his cronies to help him. But with what?"

"I have a feeling that's why Vance wants to see me," Lucky answered ominously. "And he obviously wants to talk to you and Flaky. I have just one question for you."

"What's that?"

"Can we take your jeep?"

Flippy grinned. "Of course. Oh, and one more thing. You remember a couple days ago, what Cthulhu said about... me and Flaky?"

Lucky watched him impassively, knowing exactly what he was referring to.

"Well, promise me you won't go shouting it in Flaky's face or anything, okay?" Flippy almost pleaded.

"I won't breathe a word," Lucky promised.

* * *

It was dark when Flippy pulled up in a parking lot behind a warehouse. It was past nine thirty, but all three of them were wide awake.

Flaky looked around. "This isn't Acorn Avenue," she pointed out.

"It would be better if we walked from here," Flippy answered. "It's not too far, just three blocks maybe, but far enough that the car doesn't give away where we are. You never know; rats are everywhere in the city. We can't risk being followed."

The porcupine was clearly terrified by the prospect of walking three blocks in the dark. "I'm not so positive about this, Lucky. Are you sure your friend wanted to talk to me? I mean, what good am I? It's Flippy who knows the most about Cthulhu. Couldn't I have stayed--"

Even though she felt sorry for Flaky, Lucky decided to be a little less walking-on-eggshells with her. The black cat faced her and placed both paws on her shoulders.

"Listen to me, Flaky," Lucky said firmly but not unkindly. "Do you remember what you said to me, just yesterday after you told me your story?"

For a moment Flaky looked terrified that Lucky would reveal her secret to Flippy, but the cat's next words told her otherwise.

"You told me you didn't want to be afraid anymore," Lucky told her. "You said you were tired. Tired of being scared, remember? Well, guess what? You don't have to not be scared. Sometimes it's good to be scared. But you can't let it hold you back. No, _look at me._" She hissed sternly when Flaky looked away. "I remember the war, okay? I was scared too; frick, I was terrified. But this... we're just walking down the street in the dark. This is nothing, _nothing_ compared to what we've all been through. We're going to have go through a lot more than this in the near future, because I know that Vance didn't call us down here, at night, so we could have a tea party. This is your chance to not be so scared. We're all going to have to be brave. Okay?"

Swallowing, Flaky closed her eyes and took a few deep, shuddering breaths. "Okay," she said calmly.

Lucky smiled reassuringly and released her shoulders. Then, having another thought, she leaned forward and whispered in the porcupine's ear. "You have to be brave for Flippy, too. I also remember what you said about being willing to die for him."

This did the trick. New resolve shone in Flaky's dark eyes, and she stared at Lucky as if the cat was accusing her of fibbing. "I meant it, Lucky," the porcupine informed her. "I may not be the bravest Tree Friend, but I meant it."

"I know you did. Now let's go."

The trip down the dark deserted avenue was uneventful, and soon Flaky felt silly about her fear. She might have been completely at ease had it not been for the wary look in Lucky's bright green eyes. The black cat looked even more uneasy once they finally reached the alley.

"Be on your guard," Lucky warned. "It's easy to get lost in these alleys, and you never know if you're really alone."

Flippy nodded silently, but fear was returning in Flaky's eyes. Lucky didn't blame her, nor did she try to raise her spirits again. It was good that the porcupine was feeling fear at a time like this. Though Lucky refused to show it, she was probably twice as frightened as Flaky. Apprehensively she glanced into the alley. It was dimly lit by a flickering street lamp.

"Frick, I can barely see a thing," Lucky hissed. "You guys stay behind this wall for a sec. I'll go check it out."

Flaky poked her head into the alleyway after Lucky, raising an eyebrow. "'Frick'?"

"Yeah, frick. It's what I say whenever I feel like swearing," Lucky explained. "I'm kind of paranoid about swearing, okay?" A voice echoed through the deserted streets, making Flaky jump back.

"Well yeah," the voice drawled sarcastically. "Ever had your mouth washed out by a cat before?" Flippy reached for a knife that wasn't there, stepping protectively in front of Flaky. The porcupine didn't notice, but Lucky did, and the cat wasn't sure if it was this or the newcomer's dry words that made her crack up.

"Only Vance can make a disgusting comment like that and still manage to make it sound funny," Lucky laughed, slipping out into the alley. A weasel with dark brown fur stepped out into the light. He was a little more than a half a head taller than her, and his eyes were hidden behind reflective blue sunglasses. His chest, stomach, and throat were creamy yellow, and there was a white V-shaped mark on his forehead. His long black-tipped bushy tail swished from side to side.

The tall weasel stepped forward and held out his paw, palm up. Grinning, Lucky slapped it.

"It's been a while, Vance," she greeted him. "How's the Mob?"

"Quiet for the last six years or so; sorry I didn't write," Vance replied with a shrug. "Oh, and I hope you don't mind that I brought a friend..." His voice trailed off when he looked behind him and saw that nobody else was there. Lucky suppressed a chuckle when she saw the familiar "Vance look" return to her old friend's face.

_It's good to see you surly again,_ she considered saying, but decided against it.

"Epic, what's holding you up?" Vance's voice was thick with irritation.

"I'm coming, I'm coming, keep your fur on!" Scowling, a reddish-brown bear jogged into the alley. He looked winded. "It's not my fault you wouldn't slow up!" The fur on the top of his head was slightly longer than the rest, and it had been dyed black and spiked. It was just long enough to headbang with.

"This is Metal Bear," Vance explained with a jerk of his head at the bear. Lucky held out her paw.

"Call me Epic," the bear smiled and slapped the proffered paw. Something about Epic's smile made her memory twitch. "You live in Happy Tree Town, right? You know Disco Bear?"

Lucky smiled wryly. "Oh, him? He's a total moron sometimes."

Bristling, Epic scowled again. "Really, now? I'll be sure to tell my _uncle_ that you consider him a 'total moron'."

An image of herself swallowing her own foot flashed across Lucky's mind. "Er...uh..."

"It's okay, I guess," Epic shrugged. "That's what everybody says about him. Maybe it's harder to like him if you're an object of his...eh..."

"Adoration?" Vance offered. Lucky followed up with her own suggestion.

"Testoster--"

"Now who's making disgusting comments?" Vance snapped.

Eased by the obvious friendliness of the weasel and the bear, Flaky gathered up her courage and stepped out into the dim light. "What exactly have you called us here for?" she asked tentatively.

"Yes, I'm sure you didn't intend to simply stand around gossiping, did you?" Flippy added supportively as he joined her.

"Right," Vance agreed. "You guys know..." His voice trailed off again as he caught sight of Flippy. Lucky could imagine his wide eyes behind his shades. "Cthulhu!"

* * *

**No Vance! Don't jump to conclusions! You don't even know the guy yet:D ****I made a reference to the episode Letter Late Than Never. If you've seen it, great! If you haven't, please do.**

**--At your disposal (sort of)**

**Adderstar of ValorClan**

**PS: No, I'm not going to bring in the monster snapping-turtle. I already have an ugly little green reptile, and I don't need another one.**

**Cthulhu: HEY!**


	5. Yes, Cthulhu, we all hate you

"My name is Flippy, " Flippy corrected him sullenly. "I'm not Cthulhu."

Vance looked to Lucky, who nodded. "Trust me, I know Cthulhu. I'll explain things later. Just tell us what you saw."

The weasel looked far from convinced. "Listen, Lucky, the only reason I'm here is because _Cthulhu_ decided to trust Ratt's judgement." He stared hard at Flippy when he said the demon's name.

Flippy was about to spit a blistering remark in Vance's face, but surprisingly it was Flaky who beat him to the punch. "Look, we don't have time for this. You asked for Flippy, so here he is. If you're not happy with what he looks like, then I guess we've all wasted our time."

"No one asked you, spikehead," Vance retorted irately. He immediately regretted it, however, when Flaky deflated and looked at the ground. "I'm sorry, I didn't mean--"

An ear-splitting screech cut in just as Flippy was about to leap to Flaky's defense. Mortified, Vance covered his nose with both paws in hopes of hiding his rapidly developing nosebleed. Looking irritated, Lucky kept her claws pressed up against the three long lines she had just scratched into the side of a building.

"I'll do it again, Vance, if you don't start talking," Lucky threatened. "Do you need me to do it again?"

"Dot really," Vance replied. "You doe I hade whed I hear dails od a chalkboard, Lucky. Claws od a wall is just as bad."

Epic, who was completely free of prejudice toward Flippy, exchanged annoyed glances with him. "Can we get on with this?"

Wiping his nose, Vance sneezed more blood onto the ground. Though it was quite disgusting, it successfully cleared his nasal passages. "Well, I trust you, Lucky. Don't you dare make me wrong."

"What did you hear, Vance?" Lucky demanded.

"Cthulhu's asking Ratt to--oof!" Flippy barreled into the weasel, knocking him out of the way just as someone came hurtling out of the dark. A flash of silver in the dim street lamp blinded Lucky for a second. When the purple spots in front her eyes cleared, she saw Flippy and Cthulhu facing off. The demon was grinning almost amiably at Flippy, who was baring his teeth in a grimace.

"I can see that look in your eyes," Cthulhu hissed teasingly. "You want to kill me. You want to see me dead for good. You're a killer, Flippy. You know this as much as I do. Love can't survive hatred." His eyes flickered to Flaky for a split second. "Not even her."

Suddenly Flippy no longer cared if Flaky knew he loved her. In fact, he wanted her to know. "Put one grubby paw near her and I'll tear it off," he growled.

Vance looked on, looking helplessly confused. "So...uh...are you two twins or something?"

Both identical bears turned to him and snarled simultaneously, "Shut up, Vance!"

"Oh...okay..."

Seething, Flippy turned back to Cthulhu. "Give me the knife back," he demanded.

The demon stepped back and balanced the knife provocatively on his paw. "Oh, you mean this knife? The one that belonged to your little midget brother?"

Flippy's temper snapped, and he punched him solidly in the eyes. While all this was going on, Lucky dropped to all fours and crouched low to the ground, away from the light of the street light. Cthulhu was no mouse, but he was still a scuzzy rodent and she would stalk him like one.

Pawing at his blackened eye, Cthulhu continued to gradually back away. "So, you hate it when I call him midget, do you? Well, how do you like this: Remember when I would take you over, and you'd be completely cut off from the outside. Remember how you couldn't even see where I was taking you, what I was making you do? Why do you think I did that, huh? I tell you: so I could give a bit of information to the other side."

"It didn't work," Flippy countered triumphantly. "We won anyway."

"No you didn't," Cthulhu shook his head, as if not believing that Flippy was such an idiot. "_I _won." Lucky put her ambush on pause, waiting for Cthulhu to explain.

"What are you saying?" Flippy demanded. A trace of apprehension was audible in his voice.

"Did you know that the only reason that sniper was there was because I told him to be there?"

"You tried to kill me?" Flippy accused him furiously. But the wide, sick smile on the demon's face told otherwise.

"In a manner of speaking," Cthulhu replied. "I did sort of mean to kill you, but not in the way you'd think. That stupid gunman got greedy for glory and decided to try for you, the legendary fighter who was only renowned because of _me._ I told that sniper to aim for little shrimp Teddy and kill him like the runt piglet he was."

Lucky was positioned just to the right of Cthulhu in a smooth crouch. She was about to spring, but the look in Flippy's eyes forced her to change tactics. Quickly she shifted her position and leaped. She landed on her feet next to Flippy just in time to grab his left arm and stop him from lunging. But when Flippy started to drag her forward, it took both Vance and Epic to help her hold him back. However, they made no attempt to silence him. Why bother? They'd just get their paws bitten off.

"YOU KILLED HIM, YOU MURDERER!" Flippy screamed. Tears streamed down his face, and he let out a strangled sob. "YOU SICK SON OF A--"

"If only!" Cthulhu laughed unpleasantly, delighted that the only other Tree Friends who could hurt him were holding Flippy back, and the only free one was Flaky. "I wish I could've killed him myself, but that would have turned you against me. No, I decided to break your spirit, and make you _want_ my help."

Flippy made another attempt to pull free. "Let me go!" he snarled at the three who were restraining him. "I'll tear him apart!"

"Stop it, Flippy! Can't you see this is what he wants?"

Surprised, the bear stopped struggling and turned to face Flaky, who had been the one to speak. The porcupine was trembling, but she continued.

"When you're like this it's easier for him to control you. It gives him power, Flippy! Can't you see what he's turning you into? What he's been turning you into ever since Teddy died?"

Flaky's words made sense, and Flippy relaxed. Relieved, the other three animals released him.

Cthulhu was clearly annoyed that his ploy had failed, so he turned to glower at Flaky.

"You're smart, spike pig," he snarled. Then he added in a lighter, more sing-song voice, "But I know something you don't know. Flippy never told you, did he?"

"No, please," Flippy's voice shook. But Cthulhu was grinning like a naughty child.

"Why don't you tell her, Flippy? You're the tactful one."

Flaky stared questioningly at Flippy, as did Lucky. Vance bit his lip, still struggling to piece together what he knew.

"I... I... he..." Flippy stammered. Closing his eyes, he sighed. More tears leaked out between his eyelids. "I'm sorry, Flaky. I can't keep it from you anymore. Prickly... she wasn't killed by an enemy soldier..." His breath caught in his throat, and before he could go on, he saw the look on Flaky's face and realized that he didn't have to.

"You mean..."

"I tried to stop him!" Flippy blurted. "I'm sorry. But what I said to you on the battlefield, it wasn't a lie. I tried to save her."

"Don't talk crap," Cthulhu jeered. "If I remember correctly, you were the one who hammered past my mindwall, forced a gun to her head, and pulled the trigger."

Epic and Lucky instinctively grabbed Flippy again, right as he was about to attack. Vance would have helped them, but he had his paws full keeping Flaky from flying and Flippy with her quills pointed at him.

"This is what he wants, remember?" the weasel hissed at the furious porcupine. "None of us know the full story, least of all me." Flaky's spikes bristled, and Vance was forced to jump back to avoid being stabbed. However, Flaky made no more move to attack once she was free of his grip.

"Well, you were the one who... who..." Flippy slumped in Lucky and Epic's hold, trying to force words out of his mouth. He was breathing deeply, and when he finally manged to speak clearly, his voice was cold and quiet.

"...Who knocked her down from behind and broke both her legs so she could run away. Who yanked out bunches of her quills and impaled her paws to the ground with them. Who broke her fingers, all separately, with a rock. Who tore her eyes out, one after the other, and forced her to eat them." Flippy raised his eyes to the demon, and Lucky felt a rush of satisfaction when she saw Cthulhu flinch. "Yeah, I pulled the trigger. But you killed her. You tortured her, you sick bastard!"

Epic stared down at Flippy with awe in his eyes. "An act of mercy..." he breathed. He and Lucky released him, and he slumped to the ground, keeping his eyes fixed on Cthulhu.

It was then that Lucky decided to make up for the spring she had missed before. As soon as Flippy landed on his back, she crouched on all fours and pounced like a coiled spring. Cthulhu made the mistake of turning to confront her, and he got a faceful of hissing, angry cat. A ferocious blow from lucky's claws raked the left side of his face, leaving behind three long slashes running from the side of his forehead, over his eye, and down to his cheek.

It had taken only that long for Flippy to recover. Talking time was over; now Cthulhu found himself outnumbered, wounded (though not badly), and losing the upper paw. But he still had to have the last word.

Cthulhu pointed to Vance and Epic. His usual taunting grin, coupled with the blood running down his lacerated face, made him look even more vicious.

"I'm telling," he said with mock childishness. Then he was gone.

"We gotta get out of here," Epic said immediately. Fear was thick in his voice.

Vance sounded just as worried. "God, dude, I'm sorry. I shouldn't have involved you. Now he'll try to--" He broke off and turned to Lucky. "You came in a car, right? I need a huge favor."

"Name it."

"Drive us to our apartments and help us get our stuff. It might be safer for us to move to Happy Tree Town, where there's more Tree Friends who know of Cthulhu. He's going to blab to Ratt."

"Why does it matter?" Lucky asked. "If he kills you, you'll just come back."

"It's not me I'm worried about, it's Epic. He was born after the war."

"So?"

"It's something that Cthulhu mentioned to Ratt," Vance explained. "If you're born after the war, you'll eventually stop aging. But if someone kills you before you do, you're gone for good."

"Okay, what do you have to bring?" Lucky asked. "We only brought one car."

Vance and Epic looked at each other. "I think we just need our instruments," Vance replied. "My drumset, his guitar."

While this was happening, Flippy approached Flaky hesitantly. "Listen... Flaky, I--"

"Don't," Flaky interrupted. "Don't you dare say you're sorry. I'm fed up with hearing that you're sorry. Just--what happened?"

Flippy looked down at his feet. "I asked him to help me kill them. All of them. I thought I could control him, but I was wrong. I was stupid, I know! But I didn't know what else to do."

Flaky's next words shocked him. "Was there any hope? For Prickly? I mean, before you..."

An image of Prickly, slowly dying on the blood-strewn ground, flashed across Flippy's mind. "No," he replied, and he meant it.

The porcupine stared impassively at him before nodding finally. "I believe you. I might have done the same thing."

Not knowing what to say, Flippy continued to study his feet. Flaky's paw blurred in the corner of his eye.

_Smack!_

The hefty slap forced his face to one side. "I deserved that."

That's for not telling me the whole truth," Flaky informed him. Then her eyes softened. "And this--" Leaning forward, she kissed the same cheek she had struck. "--is for standing up for me. Thank you, Flippy."

Gently, Flippy touched the side of his face, looking shocked. "Y-you mean you don't... hate me?"

Flaky smiled when she caught sight of the reddish paw-shaped mark on his cheek. "I think I'm feeling better."

* * *

**That was fun. Whoohoo! I love plot twists! Poor Vance, he doesn't know what the heck's going on. And haha, you'll have to wait till the next chapter to hear what info he has!**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	6. Nice guys finish last

Cthulhu was in oddly high spirits as he made his way back to the manhole. It had begun to rain, and despite the sting of water on his slashed face, Cthulhu fought the urge to laugh aloud. He liked rain; it reminded him that the sky had it just as bad as he did once. _Nice guys finish last._ the demon thought._ How true it is._

A cockroach scuttled frantically through a shallow puddle. Cthulhu bent down and skewered it on the Bowie knife he had stolen. Raising the insect to his eyes, he watched, satisfied, as it wriggled its life away. When he was sure it was dead, he flicked it into a pile of sodden trash. _Garbage. That's where everyone belongs._

But nothing compared to the feeling of having his own body again. In spite of himself, Cthulhu smiled happily. There was no one to tell him what to do, hold him back, or hinder him, especially not Flippy. But having a body, all to himself! And this time around, no one could try to control him. _But I guess I did learn something from that stupid pile of mud,_ Cthulhu thought with a grim smile. _Yeah. He taught me the most important lesson of my life._

As the demon lifted the manhole cover and climbed down to the less-than-welcoming sewer muck below, the same thought ran through his mind, over and over again.

_Nice guys finish last._Nibbler was not by any means a coward. In fact, he was one of the boldest Sewer Rats in the Mob. He could hurl a knife faster than anyone could blink, and he could hold his own in a fight, despite his small size. But Cthulhu proved another story altogether. The demon bear scared Nibs, as many called him, and had proven that he could knock him down without breaking a sweat. Nibs had been the unfortunate watch rat when Cthulhu came to make his proposal to Ratt, and now he dreaded the demon's return.

The squelching sound of paws in sewer filth reached Nibs' ears, and he scuttled out of the way to let the demon pass. But when a dog appeared around the corner, Nibs relaxed.

His first observation was the newcomer's almost pitiful cuteness. With gentle, dark eyes, soft golden-brown and white fur, and a bushy tail curving behind him, the dog could have stopped an army with a single doleful glance.

Despite his fighting skill, Nibs was not the most violent Sewer Rat. Some of his peers even considered him "soft", but the insults were lessening now that they knew he'd survived being attacked by Cthulhu. So now, he approached the brown and white dog roughly but not aggressively.

"Hey, you lost?" he asked the dog. "Pony rides are down the tunnel to ya left."

The dog turned his soft eyes to the rat. "No, I'm not lost," he replied. There was something in his voice that scared Nibs as much as Cthulhu did. "My name's Sparky."

* * *

"So...the dude's a demon?" Epic said for the fiftieth time.

"I had trouble believing it myself," Flaky answered with a shrug.

"_So anyway_," Flippy continued, peeved by the interruption "Cthulhu's loose in the city, he's pretty pissed, and he's out to get us."

"Now it all makes sense," Vance commented when he was sure Flippy had finished.

"What makes sense?" Flaky asked.

The four of them had driven back to Happy Tree Town without incident (unless Flaky falling asleep on Flippy's shoulder could be considered an incident). Flippy had decided to let Vance and Epic know exactly what the situation was before the weasel let them in on what he'd learned. The five of them had not slept a wink, but stayed awake in Lucky's house to exchange stories.

Standing, Vance cleared his throat. "Well, as I was saying last night before I was... eh... rudely interrupted, Cthulhu's asking Ratt to help him go after the Tree Friends in Happy Tree Town. He particularly mentioned you three, especially you, Lucky. Apparently he hates you all for making a fool of him. And somehow I doubt slashing his face last night helped."

"But what about the other Tree Friends?" Flippy questioned him. "What's he got against them?"

Vance shrugged. "No idea. But here's the kicker: Cthulhu actually started the war. He tapped into powers he had no business, because a major supernatural event like that opened a few small holes in the dimensions that let some of the demons back to this world. One of them even found her original body, but he didn't elaborate on that. What's more, he knows how to kill us. As in, for good. Epic's still in danger from normal death. Turns out, if your born after the war, you'll eventually stop aging and you'll live like everyone else. But if you die between birth and age-stopping, you're dead for good."

"So... the dude's a demon?" Epic repeated for the fifty-first time.

"Look, if you don't believe it, then--"

Epic cut Vance off. "Oh no, I understand perfectly. I believe you. I'm just surprised."

"We need an expert on this supernatural demon stuff," Vance commented. "I mean, Lucky may be superstition, but she just deals in bad luck, right?"

"Tell me about it," Flaky muttered, rubbing a larg swelling where an anvil had glanced off her head that morning.

"But that's beside the point," Vance continued. "Like I said, we need someone who knows this stuff."

"Well, Lumpy was the one who helped me separate from Cthulhu," Flippy suggested. Then he remembered the chicken thing. "But I'm not too sure he knew what he was doing."

"An expert?" Epic looked interested. "Leave it to me. I know a guy. Can I use your phone, Lucky?"

The black cat didn't reply, but simply stared off into empty space. Epic waited patiently for about two seconds before snapping his fingers in front of her face.

"Uh, Earth to Lucky, Earth to Lucky, do you read me?" he called. Blinking owlishly, as if she'd just woken up, Lucky snapped to attention.

"What? What was that?"

"I said, could I use your phone?" Epic repeated. "I need to make a call."

"Oh!" Lucky seemed surprised. "Yeah, sure. What were we talking about?"

"Lights are on, but nobody's home," Vance remarked drily.

Epic looked at her oddly. "Is something wrong, Lucky? You just totally spaced out."

"I was just thinking," the cat replied vaguely before lapsing into silence.

After a moment, Flippy blinked. "Yeah? Are you going to tell us what you're thinking about?"

Lucky squinted one eye. "Yeeeaaaah...no."

Irritably, Flippy turned to Vance. "Is she always like this?"

There was a trace of humor in Vance's voice as he replied, "No, usually she's pretty disagreeable.

"Here, use my Razor," Lucky offered, tossing Epic her blue cell phone. The bear caught it and quickly dialed a number.

"Hey, Winchester? It's me, Epic. Yeah, I've been good. Uh-huh. That's good to know. Listen, I need your help with a small demon problem. Okay, make that a very large demon problem... what? Since when? A freaking _demon_? Are you insane? Oh, really? You are insane. Yes, I said it, _Chester._ That's right, I called you Chester, Chester. Hey, you leave my mother out of this!"

"Metal Bear..." Vance gritted impatiently. Epic took the hint.

"Listen, Ches, let's not kill each other over the phone. I just need your help with a demon problem. Ever heard-- yeah, I said demon. Ever heard of a demon calling himself Cthulhu? Seriously? Awesome. How close are you to Happy Tree Town?"

The voice on the other end of the line was clearly audible as it roared, "YOU'RE IN HAPPY TREE TOWN?!"

Epic winced. "Yes I'm in Happy Tree Town. Seriously? Wow. I'll see ya, then." He ended the call and handed the phone back to Lucky. "He says he's on his way. He heard about Cthulhu from an informant of his, so he was already coming over here. He should be here any minute."

"And why did you start yelling at him?" Flaky asked.

"Because his informant is a demon, too," the bear responded wryly.

"What?!" Flippy gasped. "Is he crazy?"

Vance shrugged. "Maybe not all demons are as bad as Cthulhu."

"You might be right about that," Epic admitted. "But still, 'friendly demon' sounds like Oxymoron of the Year."

"The demon doesn't have to be friendly," Flippy pointed out. "As long as he's on our side."

"She," Epic corrected.

"What?"

"As long as _she's_ on our side. Winchester told me she's a demoness named Ruby," Epic explained.

"Whatever."

All through this, Lucky remained lost in her own anxious thoughts.

* * *

Nibbler swallowed nervously. "What d'you want, puppy?" he challenged the newcomer boldly. "'Less you woik fer Ratt, ya can't come in here."

A strange light entered the dog's eyes, and Nibbler saw his left paw fiddle with something, probably a weapon. Instinct took over, and Nibs grabbed for his Switchblade just as Sparky charged.

A flash of green blurred forward into the tunnel, and Sparky howled with pain. The dog's adorable face was contorted hideously with hatred as he turned to stare at Cthulhu. The demon's foot rested on the handle of his Bowie knife, which was driven through Sparky's tail and _into the cement floor._ Nibs stared at this detail wonderingly.

"Why, hello, Sparky," Cthulhu greeted the dog, who replied with a profane suggestion. The demon chuckled. "I haven't seen you since the war, Bambi-eyes. I'm wondering if you've been well?" Cthulhu's voice was thick with mockery.

"A lot better than you'll be when I'm done with ya," Sparky growled. "Still playing with knives, I see?"

Cthulhu glanced at the short length of wire in Sparky's paw, which had small leather loops on both ends. A choking weapon, apparently. "A lot more fun then strangling someone, actually. You should try it." The demon bent down and yanked the knife from the dog's tail, and stood up just in time to meet Sparky's attack. The dog was able to slam Cthulhu against the wall and thrust the wire lengthways across his throat, cutting off his windpipe. Cthulhu kneed him in the lower stomach, driving the wind out of him. Despite this, Sparky kept the wire in place.

Shaking off his fear, Nibs lunged forward with his knife and dragged the sharpened blade over Sparky's shoulder. A howl of pain erupted from the dog as he turned on his new attacker. In doing so, he inaverdently released Cthulhu. The demon leapt at his chance without any hesitation and floored Sparky.

Nibs looked up at Cthulhu's face and gasped. The bear's eyes were no longer pale blue. Instead they were black, and they seemed to fill up his entire eye sockets. "I think you've forgotten that I'm a demon," Cthulhu snarled at the beaten dog. With a growl, Sparky scrabbled away on all fours.

The smoky blackness in Cthulhu's eyes disappeared. Nibs stared at him in an odd mixture of confusion and gratitude.

"Eh...thanks, I guess," the rat said cautiously. "Uh... why didn't yew use yer powers? I mean, if ya got any." Nibs paled when he realized what he'd just said.

But oddly enough, Cthulhu smiled at him. "Where's the fun in that?"

* * *

**Whoohoo! I finally introduced Sparky:D He's a nasty little bugger and no mistake, though. You'll meet Winchester and his mysterious demoness informant in the next chapter.**

**--At your disposal (sort of)**

**Adderstar of ValorClan**

* * *


	7. Hel

The lion listened carefully as Epic finished explaining what was going on. "Well, I heard most of that from Ruby already," Winchester said, adjustingthe large rectangular glasses that perched on the bridge of his nose. The lean fox at his side narrowed her red eyes into slits.

"Well, I'm the demon he mentioned, if you haven't figured it out already," the demoness Ruby informed them. "I found my original body and figured out how to ressurect myself."

"But wasn't it decomposed by then?" Flippy questioned.

"Shows how much you know about souls," Ruby shot back coldly. "Put a soul back in a body, and it'll live again."

"That simple?" Vance's ears twitched.

"Yeah, and it took so much power I died again immediately," Ruby snarled scornfully. "But imagine my surprise when Shadow didn't come, and I came back the next day."

"Fortunately, I was there to explain things," Winchester added. "Ruby says she knew Cthulhu, when they were both alive."

The demon-vixen bared her teeth angrily at the lion as Lucky, Flippy, Flaky, Vance, and Epic turned to her eagerly.

"Is that true?" Flaky asked. "What do you know about him?" The porcupine took a step backward when Ruby turned to glare at her.

"That's for me to know and you to _not_ know," Ruby growled. with a swish of her tail, she stormed away.

"She won't tell me either," Winchester shrugged helplessly.

Lucky ran after the vixen. "Ruby! Wait a second!"

"What?" Ruby snapped. "I ain't tellin' you either, kitty cat!"

The black cat bristled angrily, and an anvil came hurtling down toward Ruby. The demoness glared up at it, and it shattered in midair like glass. Unfortunately, a large fragment blew to the side and creamed Cub (who was out riding his trike) in the face. Fortunately, he survived.

"I just want to know why," Lucky said, struggling to keep her anger in check. "You're a demon like him. Why are you helping us?"

"Isn't it obvious?" Ruby laughed humorlessly. "I'm different from them. I remember what it's like."

"What what's like?"

Something flickered in Ruby's eyes. "Being me."

The simple two words meant more than a thousand could have, but the power of the moment was ruined when another anvil fell, landing on Cub and killing him instantly.

All the stress, the fear, and the anxiety that had built up in Lucky's mind exploded. "That's IT!"She seemed to produce an axe out of nowhere and ran off, yelling, "Hey, Cuddles, c'mere for a sec!"

Vance made as if to pursue her, but Flippy intercepted him. "Don't bother," the bear advised. "If she kills him, he won't care, and he'll just come back anyway. Let her get it out of her system."

A few minutes later, Cuddles blasted past as though an axe-wielding Lucky was hot on his heels. Which, in fact, there was.

* * *

Downtown Happy Tree Town was quite crowded when Winchester arrived. A walk always helped him think, but he also needed a break from Ruby. She was a big help, but she had an irritating habit of criticizing his every move.

Ches glanced back casually, and froze. A small, wiry squirrel with dull black fur stood watching him fromseveral yards away through wide royal blue eyes.

Unsettled, Winchester continued walking. The fur on his tail tuft stood on end, and he looked back again. The squirrel had not changed her stance or demeanor, but now she was several feet closer to himthan she had been before.

Normally Ches hated to walk away from a possible supernatural phenomenon, because he was positive this squirrel wasn't quite normal. But now, he hastened as much as he could through the crowd. After a few minutes, he looked back again. She was about six feet away now.

The lion stopped, and she ducked her head and vanished. Shaking uncontrollably, Winchester turned to continue on his way, only to come face-to-face with the squirrel. She stared at him with wide eyes, rocking slowly back and forth on her feet. When she spoke, her whispery voice was eerie and shrill.

"When caught in dark places... choose your friends well... or choose your enemies..."

"What?" Ches stared at her.

"Hey, Leo, move it!" Ches spun around. An irate beaver Tree Friend was glaring at him.

"S-sorry!" Winchester apologized, turning back to the squirrel. He blinked; she was nowhere to be seen.

* * *

Lucky was officially half-insane. She already had a threadbare temper, she was the queen when it came to nail-biting anxiety, and it had all built up and been pushed over by Cub's unsurprising death. The straw that broke the camel's back, one might say. So right now, desperate for a cure to her curse, she was hell-bent on getting Cuddles' foot. In one way or another.

"Don't run, Cuddles! It's the only way!" The scene might have been humorous. In fact, it was. It was just plain hilarious. Except, maybe, for Cuddles himself. A red-eyed axe-brandishing black cat was hot on the heels of a terrified yellow bunny rabbit in pink slippers.

Cuddles, in the meantime, was murmuring to himself as he fled. "You know, any rabid HTF fans would be laughing right now, probably," he muttered darkly. "In fact, they probably are. Hey, I just broke the fourth wall."

The black cat was unconscious to the havoc her bad luck was causing around her. Pendulums, bathtubs, sinks, anvils, air conditioners, sharp implements, and fragments of skyscrapers were snuffing out lives all around. Suddenly, she stopped in her tracks.

A small squirrel was watching her from a distance, eyes huge. Doleful royal blue eyes stared unblinkingly at her as the squirrel rocked back and forth on her feet. Her lips moved, and Lucky could hear her voice as though she was whispering in her ear.

"Tales of hearts and spirits broken, words of misery long unspoken... Tales of hearts and spirits broken, words of misery long unspoken..." The squirrel repeated it several times, still rocking back and forth, back and forth.

The axe slipped from Lucky's nerveless paws. What had just happened. Her mind was foggy; she shook her head to clear it, and when she looked back to the squirrel, she was gone.

"C-Cuddles? Are you okay?" The black cat looked to where the bunny was hiding behind a fallen air conditioner. "Listen, dude, I'm sorry about that. I don't know what got into me."

"That's okay, I guess," Cuddles replied shakily. "We're all pretty crazy about now. Just...why me?"

"Uh... dude, you're a rabbit," Lucky replied. Cuddles stared blankly at her. "As in... lucky rabbit's foot?"

"Oh! You were just after my foot? Why didn't you just ask?" Now it was Lucky's turn to stare blankly at him.

"Huh?"

Cuddles laughed humorlessly. "Lucky, I've been killed in the most horrifying ways imaginable. Losing a foot won't matter, and it'll just come back when I re-spawn."

"Re-spawn?" Lucky repeated. "What do you think this is, Star Wars Battlefront?"

"It's basically become that." Cuddles laughed again. "But seriously--unhh!" a swinging bladed pendulum creamed him in the face, slicing his head in half and spattering Lucky with blood.

"Eew..." she grimaced. But before leaving to go bang her head against her wall, she quicklypicked up the axe and lopped off his left foot. Pickingit up, shelooked around.A bird flew over head, but was immediately killed by a randomly flying ninja star.

Angrily, Lucky dropped the bloody foot and stomped home, muttering, "Frick it all..." 

* * *

**Cuddles: I don't know what hurt more; the pendulum, or the irony. Can you believe it's the irony?**

**So, I decided to put the whole Lucky-rampage just in one chapter, because I decided it was a silly idea and didn't deserve to be a full subplot. Oh, and I introduced Hel! Yay.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	8. Desertion

Nibs was running scared.

The rat had developed a thin, scruffy appearance over the course of one week, since Sparky had arrived. And Ratt, the idiot, had asked the dog for his services in the Mob. And with the sour feeling of fear in his stomach, how could he eat? Now he was deserting for good; Ratt could go chase his own tail if he didn't like it.

Cthulhu would have been much easier to put up with alone. But ever since the demon had almost been bested by Sparky, Ratt had taken a shine to the dog and asked him to join the Mob. Sparky did not refuse. Ratt must have been dropped on his head when he was born. Couldn't he see how dangerous and unpredictable the dog was?

So Nibbler had left when he was on guard duty the day before. He had quitted the Mob for good, but now he had nowhere to go.

The scrawny rat stopped. Where was he? What in God's name was he doing? Did he have any idea where he was going?

"Hey, who're you?"

Startled, Nibs turned to face the speaker, and found himself staring straight at a frighteningly familiar green bear.

* * *

Flippy stared at the strange Tree Friend, wondering why he looked so frightened and malnourished.

"EEEH!" A high-pitched squeak issued from the rat's mouth. "C-Cthulhu! Eh... what're you doing here? I-I wasn't runnin', I was just..."

Flippy put two and two together. The rat knew Cthulhu, and he was a rat, so he was most likely in the Mob. But before Flippy addressed this, he had to correct the rat.

"For the love of... I'm not Cthulhu! My name is Flippy."

"S-sorry," the rat stammered, and seemed to relax and recover him. "My name's Nibbler, but call me Nibs. As fer what I'm doin' here... uh... where am I?"

"You're almost to Happy Tree Town," Flippy replied. His eyes narrowed suspiciously. "You know Cthulhu? That means you're in the Mob, right?"

"Well, I was," the rat said with a shrug of his thin shoulders. "Yeh, I know the guy. So you're Flippy, one o' the guys Cthulhu's always woikin' himself up about? The one who keeps boinin' him?"

Flippy's remained suspicious, and his reply was rather impulsive. "Why do you want to know? You spying, rat face?"

The rat's long tail lashed angrily. "You want I should break your incisors, wise guy?"

"Good God, Flippy, where's your inhibition?" Lucky strolled in. "Just yesterday you chewed Vance out for that snide comment he made, and you were kinda snappish with Epic and Cuddles when they were practicing on their guitars. Will you lighten up?"

Cowed, Flippy shrugged sheepishly. "Sorry."

"So why aren't you with your other rat friends?" the cat asked turning to Nibs.

"I desoited, actually," Nibs replied. "Ratt, my boss. He's nuts! I could put up with Cthulhu just barely, but this new guy Sparky is--"

A high-pitched cat's scream, like the sound you here after falling into a dumpster, interrupted the rat. Lucky was on all fours, claws shooting in and out. "SPARKY?! As in, brown and white puppydog?"

"Y...yeah."

"With a face on him that could melt Antarctica?"

"Yeah," Nibs nodded. "And he's really... aw, what's the woid..."

"Scary beyond all reason?"

"Yeah, that's it."

The cat shot off, yelling, "Vance! VANCE! He's back! Sparky's back!

"WHAT?!

Flippy stared after the cat, musing, "He's gonna start nosebleeding again. I just hope Lucky doesn't go crazy and try to axe Cuddles again."

Nibs seemed to remember something. "Uh... I take back the 'breaking your incisors' thing. And, uh, Cthulhu was braggin' the other day, and I know what it was that he did to you, an'..." The rat held out his paw; a small, shiny. object glinted in the sun.

Pressure built up behind Flippy's eyes when he recognized his brother's old Bowie knife.

* * *

Cthulhu was not unduly bothered by the loss of the knife. He had no more need of it, and had practically set it out where any rat could find it. He'd known Nibs was going to run all along, ever since Ratt asked Sparky for his services.

A sudden wave of rage engulfed the demon; with a snarl, he slammed the point of the dagger he was working on into the concrete wall of the sewer tunnel. That filthy, slithering vermin! Something about the dog riled him greatly, and gave him an unfamiliar, unpleasant feeling that he only barely remembered from his days among the living. But the demon shook his head, as if to clear it. Those days were gone. He was his own Tree Friend now, to do whatever he wanted to the ones he hated.

As suddenly as it had taken him, the rage subsided. Cthulhu glanced at the knife buried in the wall. Had he broken it? The demon yanked it out sharply, to see that the blade was completely unmarked and glowing oddly.

The demon traced his paw over the scar that was the permanent result of Lucky's claws, and his face twisted into a nightmarish smile. For a moment, his eyes darkened and grew, becoming frightening black orbs with no trace of white around the edges. Wild, hideous laughter echoed through the tunnels, stopping every rat in its tracks to stiffen in fright. Sparky heard it as well, and smiled.

**Cthulhu's so fun to write for. Evil characters are always the most exciting to describe! And for any Hel fans, fear not! She will appear in the next chapter.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	9. Fear, Guilt, and Love

Cthulhu entered the bar with his new dagger glowing faintly in his paw. Ratt stood in a small crowd of rats, laughing raucously while telling a joke.

"So then the dog says, 'No it ain't, you schmuck, that's kibble!'" The rats around him fell about laughing. At Cthulhu's approach, the laughter died away.

"What do ya want?" Ratt demanded, annoyed that the bear had ruined the punchline. "you got a joke, too?"

"Sure..." Cthulhu answered carefully. "Stop me if you've heard this one. A demon bear comes into a slimey bar full of slithering rats and a disgusting little mutt, and tells the leader of this pack of vermin that he found a traitor in the middle of them." Cthulhu paused. "Well? Don't ya get it?"

"A traitor?" Ratt said incredulously. "Who?"

The demon turned to smirk nastily at Sparky from across the room. Confused, the other rats turned to follow his gaze.

Taking advantage of the turned heads, Cthulhu made his move. His paw, still gripping the knife handle, flashed forward. A gurgle excaped Ratt's throat, and he stared down in shock as the blade was driven straight into his chest. The wolfish smile never left the demon's face as he gritted out his answer to the dying rodent's question.

"Me."

* * *

Vance's nose continued to ooze blood. "That dab dog," he muttered from behind a fresh wad of tissue. "I thought he was out of our fur for good." His eyes, still hidden behind his shades, glared at Lucky. "Ya shoulda killed hib! Why didja let hib go like that?"

The cat glowered back. "I felt sorry for him, okay? I dunno, I thought he'd be grateful or something!"

"Grateful?" Vance snorted. "That liddle stot-dosed Babbi-eyed sod of a--"

"Ya know, dis is gittin' us nowhere!" Nibs snapped. "Why don't we try to--"

"D'you dow what your probleb is?" Vance continued furiously. "You just have to--"

"Will you idiots just shut up?!"

Lucky, Vance, Flippy, Nibs, Cuddles, and Winchester snapped their heads around to stare at Flaky, who had been the one to make the outburst. Ruby stifled a snigger. A pile of dandruff dust had fallen from the annoyed porcupine's quills, and in her irritation she scattered it with a scuff or her foot.

Forcing her spikes flat, Flaky rubbed the corners of her eyes. "Look," she continued more calmly. "Nibs is right. Yelling and going for each other's throats isn't helping. Vance, it doesn't matter anymore why Lucky let him go. Just..." Her voice trailed off when she noticed everyone staring at her, and her timid nature took over. Mortified, she fled.

Cuddles hopped up. "Can we talk about killer puppydogs later?" he suggested. "How about how to make Lucky stop dropping stuff on us?"

Lucky hissed. "That's not my fault any more than Cthulhu is Flippy's fault. Right, Flippy?"

There was no reply; the bear was gone. Vance sighed. "Listen, Lucky, I'm sorry. It's just that... aw, forget it!" The irate weasel stormed away.

Ches's tufted tail lashed. "What if Cthulhu's doing this on purpose. If he really wants us to lose, which I'm sure he does, he's on the right track." The lion gritted his teeth. "That demon scumbag! I just wonder how many he killed before he was killed himself."

Unnoticed by any of them, Ruby flinched.

* * *

Flippy had seen the squirrel. Out of the corner of his eye, he had seen the dark-furred creature watching him from afar. Overcome by curiosity, he'd gotten up to pursue her by the time Cuddles started talking.

The small squirrel was still walking when Flippy caught up to her. She glanced at him through wide royal blue eyes, and stopped.

"You're the squirrel that Lucky and Ches mentioned, aren't you? Who are you?"

The squirrel blinked owlishly. "Who?" she repeated in a shrill, quiet voice. "What is who? Who is what. Who, what am I? Who can tell?"

Mystified, Flippy stared at her. "Well then... what are you?"

Slowly, a smile spread across her face. "What am I? Yes. That is the right question." Turning, she started on.

"But what are you?" Flippy followed her.

The squirrel's whiskers quivered. "Hel am I. I am Hel. I am the servant. The pawn. The serf. What are you? A soldier? No. Who are you? You are you. Yes? No?"

Flippy could do little more than blink several times for a moment. "Uh... yes. I guess. But where did you come from?"

The squirrel, Hel, cocked her head. "I am Hel. Child of the Trickster. The wolf and the serpent. They are my brothers."

Flippy was quite sure she was talking nonsense, but her last words struck a chord. "Brothers... I had a brother once..." Realizing he probably wouldn't get anything out of her, he turned to go.

"The little one."

Flippy stopped and turned. "What did you say?"

The squirrel suddenly appeared frightened and forlorn. "The little one. You know him well. Better than all of us, perhaps. Yes?"

"D-do you mean Teddy?" Flippy asked.

"The little one," Hel repeated sorrowfully. "The eyes. You recall the eyes?"

Somehow, Flippy managed to smile. "Yeah. I remember his eyes."

"You never saw them close," Hel continued. "As in, you know, _close_."

Flippy shuddered, and the image of his brother's wide, blank eyes flashed accross his mind. "No. I never did."

Hel let out a choking gasp and fell to her knees. "The little one!" she sobbed. "So small! So young! So... loved! But who truly loved him? A coward!"

"Wh-what?" Flippy recoiled as if she had swiped at him.

"A coward," Hel repeated. "Who fled, took flight at his hour of need! Left him behind, left him for dead! But alone? No, no! If only he had! Then things might not have turned out bad! When the coward fled, the others followed! Left behind! Then..." Her voice trailed off, and she fixed Flippy in her tearful gaze. "Then...fire at will. Now the evil one closes in, rises in power! he turns you against one another. Can love prevail? May it shine brighter where no other light can be found? When all is dark, a feeble wisp is blinding. Yes?"

Flippy found himself unable to speak, but nodded.

"But worry not!" the squirrel continued, dropping her voice to a secretive whisper. "The little one can be saved. Will a coward gain courage? Is a coward always a coward?" She cocked her head. "Maybe to flee is not to cower. The one who fights and runs away, lives to fight another day! But only if there is not more to gain from _trying. _Yes?" She stared at him meaningfully. Flippy could only nod again. Did this mean he could bring his brother back?

"Flippy?" The bear spun around to see Flaky approaching cautiously. "Is something wrong, Flippy?"

Glancing briefly over his shoulder, Flippy was not surprised to see that Hel was no longer there. "N-no," Flippy replied quickly, wiping his eyes. "I was just... never mind."

But Flaky seemed to have an idea of what was wrong. "It's Teddy, isn't it?" she asked, coming up to stand next to him. "Do you think of him often?"

"All the time," Flippy answered. After a pause, he decided to ask the question that Hel had planted in his mind. "Flaky, do you think I'm a coward?"

Flaky blinked, surprised. "Of course not, Flippy. You're one of the bravest animals I know. Why do you ask?"

"Because..." Flippy considered telling her what Hel had said, but decided against that. "I just keep thinking about that battle. Flaky, I just left him. Right when he needed me the most, all I thought about was covering my own--"He broke off. "I just wish I'd tried."

"Well, Teddy was the intended target, and if you hadn't run, you would have died, too. Then we wouldn't have even won the war, and Teddy would still be dead." Flaky paused. "If you hadn't won that battle for us, maybe we all would have been killed. Me, Prickly, Cuddles, Handy, and everyone. Did you ever think of that?"

"Did you ever think that maybe that could've been a good thing?"

"What are you talking about?"

Flippy sighed. "Flaky, maybe if we had lost the war, if we had all died, maybe we would be happier. We wouldn't go by every day knowing we could die for the stupidest reasons. And Cthulhu wouldn't have been able to possess me in the first place."

"Well, it's too late to think about that now," Flaky said with a shrug. "We just have to take the good with the bad."

"Not much good has been happening lately."

Flaky continued. "I know I'm not the bravest Tree Friend around," she sighed. "And Flippy, I don't blame you at all for what happened to my sister. We all lost things then, and gained things too." She clasped his paw warmly. "and I'm not just talking about eternal life."

A strange but not altogether unpleasant emotion rushed through Flippy, and he smiled. "I can't believe it took me so long to realize how you felt, Flaky."

The porcupine smiled back. "Me, too, Flippy." It was then that they both realized how close their faces were, and each felt the pounding heartbeat of the other. Embarrassed, Flaky made as if to shy away, but Flippy gently drew her close into a warm embrace, and kissed her.

A rush of warmth engulfed Flippy, and he felt her tense in his hold. But a second later she relaxed, pressing herself as close to him as she could. She pulled back just long enough to whisper breathlessly, "I love you, Flippy..." before she leaned forward once more. Flippy pulled her gently into another kiss, and this time, she returned it immediately.

* * *

**YEAH!! My first make-out scene! 8D Sorry if it's crappy. As I said before, it is my first. I LURV FLIPPYFLAKY ROMANCE!! 8DDDD**

**Lucky: Hornball.**

**DB: You're even more of a perv than I am.**

**At your disposal (sort of)**

**Adderstar of ValorClan**


	10. Ruby Speaks

**Well, another chappie here! I'm sure all of you rabid FlippyFlaky fans enjoyed what happened in the last one. (snickers) And those of you who didn't like it can stuff it! :D**

* * *

Lucky dragged herself out of bed in the early morning and stepped outside. On a nearby bench, Flaky sat alone with an expression of unadulterated contentment on her face. Curious to see why the normally jumpy, anxious porcupine looked so at ease with the world, Lucky trotted over and sat by her.

"Goooood morning!" the cat greeted her jovially. "You know what makes horrible things less horrible? That!" She gestured to the rising sun. "It's satisfying to see that even when we think that it's the end of life as we know it, the world still turns! The sky's still blue, the sun still rises, and all that. So that's why I'm so happy today. How about you?"

Instead of answering, Flaky asked, "You ever been in love, Lucky?"

"Well... eh... yeah," Lucky admitted. "And there are some idiots in this world who think it's them. Take Disco Bear. God knows how many times and ways I've told him to back off, and he won't! The only one who puts up with him is Epic, but that's understanding, considering they're related and all. I'm ranting, aren't I?"

"Yes. Yes, you are."

"I do that sometimes, sorry," Lucky said with a shrug. "Scoot down to your left, please."

Flaky did so, dodging the air conditioner. But the smile never left her face. "Well," she said happily. "It's too late for Disco Bear to try flirting with me now, even though he's never really tried before."

The cat pulled a wry face. "I'm sure he'll still do everything in his power to try. He'll charm anyone of the female gender he sees."

"I doubt he'll try anymore, once word gets out," Flaky said with a grin.

"Word of what?"

Flaky's face turned a shade redder. "Flippy... eh... he... kissed me yesterday."

He did what now?" Lucky's ears pricked forward. "Kissed? As in, how? Forehead? Cheek? Timid peck on the lips?"

Flaky giggled. "It could hardly be called a 'peck'."

Lucky nearly fell off the bench. "My God, he Frenched you, didn't he."

Flaky swatted her. "Don't say it like that!"

Grinning, Lucky ducked the blow. "I'm really happy for you, Flaky. Flippy's a great guy. Sometimes I wish Vance would cut the-- whoa! did I say that out loud?"

"You and Vance?" Flaky laughed. "I should've known. The two of you act like an old married couple!"

* * *

Across town, Flippy was having a conversation on the same topic.

As soon as he left his house, the first person he saw was Disco Bear grinning at him. "Hey, Hot Lips, how'd it go?"

Flippy stared owlishly at him. "Huh?"

"Don't play dumb, man," the disco-obsessed Tree Friend laughed, shoving him. "I saw you and Flaky kissing yesterday."

There was a tinge of red beneath Flippy's pale green fur. "You saw?"

"I gotta say, Flippy, I'm not surprised," Disco Bear said. "I knew it would be a matter of time before the two of you made out."

"What? They did _what?_" Cuddles came running, eager to hear about the latest gossip.

Flippy heaved a sigh. This was going to be a long day. "Have you always known, Disco Bear? You never seemed very surprised."

The golden bear grinned. "Well, sure, man. It's pretty obvious. You know, there's a reason I never tried to charm her."

Cuddles let one of his long ears droop, while the other remained straight up. "Really, now? Then why do you keep flirting with Giggles?"

Disco laughed again. "'Cause your girlfriend's hot, man."

"Are you implying that Flaky's not?" Flippy inquired, raising an eyebrow.

"I never said that!"

Cuddles snickered. "But you were thinking it."

"What, are you a psycho now?" Disco snapped.

"No, but you are," Cuddles retorted.

Flippy tapped Disco politely on the shoulder. "I believe the word you're looking for is 'psychic'."

"Whatev."

* * *

Ruby watched the porcupine cynically through narrowed red eyes. The demon fox had joined Flaky and Lucky in the middle of their conversation, and hadn't spoken up till now.

"Love," she scoffed scornfully. "Brings nothing but trouble."

Lucky scowled. "How can you say that, Ruby? I've felt love before; I should know."

"Yeah, love's wonderful." Flaky said rather angrily.

"Maybe it is at first," the fox replied coldly. "Then reality kicks in. Take it from me, both of you, it'll all just end in tears. Just like everything."

"Take it from you?" Lucky echoed.

"Yeah," Ruby growled, baring her teeth back to the gums. "What's wrong? Gotta problem with me saying that?"

"Have you ever loved before?" Flaky challenged her, rather boldly for her. "As in, really loved?"

The fox suddenly turned her back on the two of them, growling over her shoulder, "Y'know what, just forget it! Forget I said anything!"

Flaky and Lucky exchanged glances. "R-Ruby?" Flaky called, abandoning the challenging tone in her voice.

Ruby didn't reply, nor did she move. Lucky approached her. "Ruby, you loved someone, didn't you?" The fox didn't turn her head, but she rubbed her paw over eyes and breathed in sharply.

"I guess it's time I told you everything, then," she said simply.

Summoning up all her courage, Flaky asked her, "Ruby, what happened?"

"What happened?" Ruby laughed bitterly. "He murdered me, that's what happened!"

"Who'd you love, Ruby?" Lucky pressed gently.

Ruby turned around. Tears were glittering in her red eyes as she answered, "I don't know what his real name is. No one did. He called himself Cthulhu."

* * *

**Cliffie! HAHAHAHAHAHAHAHA!! I'm kidding.**

* * *

"Wh-what?" Lucky stared at her in disbelief. "Are you frickin serious?"

Ruby looked away again. "Completely."

"Y-you mean Cthulhu," Flaky stammered. "_The_ Cthulhu. The who's bent on destroying us all." It was not a question, merely a request for confirmation.

Ruby nodded silently.

"You're right, Ruby," Lucky said in a shaking voice. "It's time you told us everything."

"Well, then, listen up," Ruby told her. "Because I'm only telling this once, and right now. Before I change my mind."

Lucky listened with rapt attention to the fox, hanging on to her every word.

"When I was alive, I'd lived on the streets for as long as I could remember, with my mom. We scrounged food from wherever we could find it, scraped together any money we could find or earn just to feed ourselves. We were all we had, we were all that mattered to us. Then one day, she died when a sickness spread through the slums of the city we lived in. I was thirteen years old.

"For the next two years, I was on my own. I almost starved to death many times, but somehow I kept going. I didn't want to keep going. I wanted to die. I wanted it all to end. Poverty, sickness, hunger, you name it and I went through it. Then, the day after I turned fifteen, he came.

"One moment I was digging through a trash can, the next moment I was up against a wall. I'm still not sure why they chose to pick on me, but they were from some gang, and they thought I was from one of their rival groups, who controlled the area I was in. They said they wanted control of that part of town, and that they'd kill for it. They were gonna kill me. I was ready to die. Then... the guy who was holding me down just fell over, dead. There was a knife in his neck.

"The second I saw Cthulhu, I was infatuated. He was just standin' there, holding up another knife and saying, 'well, come on, who's next?' There were about five guys aside from the dead one. Cthulhu killed four of them. I snapped the fifth one's neck. He saved my life. I thought... I actually thought... I could _trust_ him. I thought that after spending fifteen years of my life either alone or with just one companion who was my mother, I actually had a _friend_. I was so stupid!

"He took me back to his gang's HQ, and I joined immediately. Over the course of three or four years, I learned everything there was to know about running with a gang. I told everyone where I'd come from, what I'd been through all those years. Everyone told me where they were from, except Cthulhu. I admired him, I _loved _him. He seemed to pay a lot of attention to me, and I thought he loved me, too. But I found out who he was after I died. I talk more about that later. But then, when I was about eighteen or nineteen, our gang started a war with a rival. In fact, it was the very same gang that had attacked me a few years before.

"In one of the most vicious gangfights there ever was, I'd just killed a scuzzy-looking squirrel when Cthulhu came up behind me. I never had a chance. He slit my throat, and the last thing he said to me was, 'there's no room in this gang for mommy's little girl'. And then I was dead.

"Shadow told me everything. I used to love Cthulhu, but now I hate him. With all my heart, I hate him."

"Who's Shadow?" Flaky asked cautiously.

"Ask Winchester," Ruby replied. "As for Cthulhu...well."

"Well what?" Lucky pressed.

Ruby let out a bark of bitter laughter. "Ha!" she spat distastefully. "We're talking about a guy who killed his own parents!"

"Both of them?" Flaky gasped.

"Well, he only outright murdered his father," Ruby replied. "As for his mother... he might as well have. She stuck a gun to her own head when he was ten years old. How's that for a kid only a mother could love, eh?"

Lucky closed her eyes, committing the fox's story to memory. "Ruby, why didn't you want to say anything before?"

The fox glared at her, and reddish fire blazed briefly in her paws. "If you were fool enough to fall in love with someone as evil as Cthulhu, only to look back on it and regret it in hindsight, would you want people to know?"

* * *

**OMG so sad. poor Ruby. I bet you all are screaming DIE, CTHULHU, DIE DIE DIE! I hope to God you are. Then I'll know I've written this well. REVIEW PLEASE!**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	11. Some Good News and Some Bad News

**So, just to tell you guys, I went back thru this fic and changed Cthulhu's eyes from green to blue. Why? Because blue eyes rock, that's why. And also, I would like to thank slpytlak for being my main reviewer for the past few chapters, besides one I received from my brother, and a rather annoying comment I received from an anonymous, which I just keep up for laughs. Reviews are always appreciated, but not if you insult what I name my characters, and not if you badmouth the Flippy x Flaky pairing.**

**Also, this first scene was supposed to go at the beginning of the last chapter, as a continuation of what Cthulhu did two chapters ago when we last saw him, so I'm just going to put it in here. I know I'm going back in time and stuff, but just... bear with me.**

* * *

Cthulhu yanked the knife from Ratt's chest. Blood splashed his leering face, and he licked his lips in a satisfied manner. The other rats watched in horror as he did the same to the red-spattered blade, like a toddler with a cookie-dough-covered spatula.

Several rats glanced at each other, looking as if they thought they ought to do something about it. But one rather large, hefty rat ended any indecision among them.

"We knows the rules," the rat gangster said submissively. "Whoever beats the leader becomes leader hisself."

With ugly joy in his blue eyes, Cthulhu flipped the dagger and balanced it on his paw. Finally, he was fully accepted in a gang once more. Sure, it was a bunch of slimey rats, but the fact that he was leader made up for that. And this time, there would be no lovestruck little sissy vixens to hinder him. The demon suppressed a chortle as he wondered briefly where that stupid fox was. Probably still in Hell, burning for him.

Cthulhu pointed a paw at Sparky. "You," he snarled. "If I ever see your face again, I'll smash it off with a rock."

The dog smirked back as he made his way to the door with no argument to the threat. "Ain't seen the last of me," Sparky laughed. "I'll be seein' you again one day, _Cthulhu_." Then he was gone.

One younger rat, more impulsive than the rest, pushed his way forward to inspect the dead rat's prone form. He nudged it cautiously, jumping back in surprise as it turned to dust.

"He won't be coming back," Cthulhu told them all, flipping the knife again and thrusting it into his belt. "You idiots can count on it."

The rats looked at each other. Then one of them spoke. "So, whaddaya want us to do... Boss?"

Cthulhu grinned as an exhilarating feeling of power rushed through him. "Alright, here's what we'll do..."

* * *

**(AN): Meanwhile, back to the original point in time XP...**

* * *

"WHAT?! NO!!" The enraged screech could be heard for miles. "That's IT! I have HAD IT with these annoying jibes, the sarcasm, and the jokes!" Heads turned to where Flippy was standing, looking rather overwhelmed at the fury that was being blown at him. Lucky had snapped again, but luckily (for once, luckily) she had resorted to ranting and yelling rather than chasing him with an axe. Sure, he'd put his foot in his mouth, but was that a reason to bite his head off? Well, considering exactly what he'd said... probably.

"Is that what you think, Flippy?" Lucky snarled. "You think I LIKE dropping things on people? You think it's a fricking HOBBIE?! WELL GUESS WHAT! It's NOT!"

"Lucky, I didn't mean--"

"You of all people should know what this kind of thing is like!" Lucky continued her tirade, heedless of the apologies that Flippy was attempting. "Like I said earlier, this bad luck smack is no more MY fault than that slithering green son-of-a-gun is YOURS!"

"My God, Lucky, shout a little bit louder and maybe Cthulhu'll know exactly what you think of him," Vance drawled sarcastically. "He was just trying to make light of a problem. Will you lighten up?"

"LIGHTEN UP?!" Lucky roared. "LOOK WHO'S TELLING _ME_ TO LIGHTEN UP!"

"People are watching..." Flaky remarked anxiously, uncomfortable beneath everyone's stares (even though none of the stares were directed at her).

"You know what? Fine!" Lucky yelled, turning away. "If you guys are going to be whining about my problem ALL FRICKIN DAY, then I'll just go and look for a solution! Fifteen bucks on I DON'T find one!" Furious, the black cat stormed away.

Flippy, Vance, and Flaky gaped after her. "Geez..." Flaky said finally. "She could beat Cthulhu just by yelling at him!"

"Word," Vance agreed.

* * *

Lucky, meanwhile, was fleeing to somewhere private where she could dig her claws into something, kick around some clumps of grass, and yowl to her heart's content. There were plenty of places like that in Happy Tree Town, and at the first place she found that was out of earshot of the other Tree Friends, she saw something sparkle in the sun. Great, was it a penny? In her irritation she kicked the small metallic thing in the dirt.

Her foot connected painfully with something completely solid. Curiously, and biting back a yell of pain, Lucky inspected the glinting object more closely. It wasn't a penny, but something much larger and almost completely buried in the soil. The cat dug furiously around it, being careful not to scratch it.

Once she had unearthed the little whatever-it-was, she scrubbed as much of the dirt and grime as she could. The sun glinted on the golden object, about as big as a basketball. Looking at it, a chill ran up her spine.

_What the frick is this thing?_ she wondered. _And why is it giving off that evil bad luck vibe I always get when I see one of the products of my curse?_ According to Cuddles, Sniffles was the brainiac of Happy Tree Town; he would probably know. Winchester might be able to give her some clues, too.

Tucking the thing under her arm, she strode toward Sniffles' labratory-like house, briefly noting that the object resembled some sort of statue. Mayan, perhaps?

When she approached on the anteater's door, she was surprised to hear two people arguing inside. One of them was clearly Sniffles, and the other sounded like Ches. Perfect. She knocked on the door.

Sniffles answered it. "Oh hey, Lucky, what-- AUGH!" The anteater turned, dashed back, and dove behind the couch. "Take that thing out of here! Get it away!"

Lucky glanced down at the statue in her paws. "What, you mean this thing? Do you know what it is?"

"That thing is EVIL!" Sniffles yelled. "Put it down! Don't touch it! Don't move, don't breathe, don't think, don't do anything! Except... pray, maybe."

Confused, Lucky placed it on the ground. "What's it do?"

"Wait a minute..." Sniffles ventured out from behind the sofa. "You aren't dead."

Lucky stared at him. "No, really? I hadn't noticed."

"What do you have, there, Lucky?" Ches approached her and picked up the statue. "Hmm... Looks Mayan to me, several thousand years old. Where'd you fi--" Before the lion could get any further, one of the anteater's tightly crammed bookshelves toppled over and fell on him. The statue flew out of his paws, landing unharmed in Lucky's.

Almost instantaneously, the bookcase righted itself, and Ches appeared right behind the cat with a dazed look in his eyes. "Wow, that was weird," the lion commented. "What just happened?"

"First death?" Lucky said sympathetically. "They're usually over quickly, and it doesn't take long to come back." She inspected the statue. "So Sniffles, what is this thing?"

Sniffles finally approached them, but cautiously. "It's basically a statue that has the same properties as you do," the anteater explained. "I managed to hide it a ways from here after you came. I died twice before I was able to accomplish it, and I died once more when I was finished. I was afraid that if you found it, it might cause double the bad luck we already had with it, but it seems to be doing..." The anteater's eyes, magnified by his huge horn-rimmed glasses, lit up. "...the exact opposite."

A slow smile spread Ches's face when he realized what the anteater had found out. "Two wrongs don't make a right..." the lion began.

"But a negative by a negative makes a positive!" Sniffles finished with a grin. "I guess we do have a few things in common, Winchester."

"So... what's going on now?" Lucky asked, feeling rather stupid.

"Well you see, Lucky," Sniffles explained quickly. "In mathematics, particularly word problems, the key word 'by' usually conveys the clue, 'to multiply'. But if one were to look in a dictionary, the word 'by' can also mean 'next to'. Going back to mathematics, a negative integer _multiplied_ by another negative integer is always equal to a positive integer. So if you keep this statue, with it's negative properties, 'by' you, with your own negative properties, the two negatives cancel each other out to form positive properties, or at the very least neutral properties."

Lucky's eye twitched. "The really sad thing is, I actually understood all of that perfectly."

"Another mathematical analogy could involve addition of negatives as well..." the anteater began.

"We get it," the lion interrupted him. "So Lucky, as long as you keep carrying that thing around, we're safe from both of you.

"I have a shrink-ray in my basement we could use to make it a little less cumbersome," Sniffles offered.

"That's okay," Lucky waved off the offer. "I can handle it."

Word, as you know, travels fast in small towns. This fact probably didn't apply to Disco Bear, since he was already standing right behind them. "Sweet," he commented, sidling up to Lucky. "Now I can charm you without dying all the time."

Lucky raised an eyebrow, considering what to do. "I've got two words for you, Disco," she said.

"What, 'no way'?"

"Not exactly," Lucky said, smiling winningly. "More like..." With mischief dancing in her eyes, she tossed him the Idol. "...Hot potato!"

Disco Bear dodged it surprisingly swiftly before running off with a speed that belied his rather flabby stomach. Lucky retrieved the small statue. "I'll keep this around," she said. "It reverses the effects of my bad luck, but I can also throw it at annoying people."

Suddenly, Flippy came dashing up with Cuddles hard on his heels. "LUCKY!" the bear called. "Have you seen Flaky?"

"We can't find her anywhere!" Cuddles announced worriedly.

"I don't know, you guys--" Lucky began, but was interrupted by her cell phone.

_DO YA LIKE WAFFLES?_

_YEAH WE LIKE WAFFLES!_

_DO YA LIKE PANCAKES?_

_YEAH WE LIKE PA--_

"Sorry," Lucky apologized. "New ringtone." She answered it. "What?"

Flippy watched her; her expression never changed, but her face muscles seemed to tighten ever so slightly before she handed the phone to him. "It's for you."

With growing unease, the bear took the phone. "Hello?"

"Heeelllo, Flippy," Cthulhu's voice drawled annoyingly over the phone. "I have your girlfriend here, by the way; did you know that?"

* * *

**CLIFFIE! HAHAHAHAHAHA! and I'm not kidding.**

**XD Cthulhu's so funny when he's annoying. And yes, Lucky's ringtone is the waffle song, which by the way I do not own.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	12. Imprisoned

Flippy's grip on the phone tightened; his teeth ground together audibly. "Cthulhu," he snarled. "I swear to God, if you've hurt her--"

"Of course not," Cthulhu replied with pretend hurt. "What do you take me for?"

"Screw you," Flippy retorted. "What the hell is it you want?"

"Oh, nothing much," Cthulhu said airily. "Deal out a bit of pain all around... the usual. But really, I haven't hurt her. Yet. But that's more than I can say about some of the rats her. They're a rough bunch, I must say. I can hardly control them."

A derisive snigger could be heard in the background, followed by a familiar whimper of fear. Flippy's heart twisted painfully, and he failed to keep his voice from cracking. "You son of a--"

"Now, now," the demon chided mockingly. "Let's try to be civil."

"Shut up!" Flippy snapped. "You're the last person who should be--"

"You know abandoned warehouses?" Cthulhu said conversationally, as if remarking on the weather. "They're surprisingly good for this sort of thing. They're out of the way, abandoned, hence the name 'abandoned warehouses'... And it's pretty easy to curse them." Suddenly the demon's voice became hard and threatening. "Just to let you know, Flippy, I created the war. I'm the reason you're still alive. I can kill just as easily-- for good. Keep that in mind." The line went dead.

Flippy handed the phone back to Lucky and walked away, outwardly calm. Cuddles moved to intercept him, but stopped and left him alone when he saw the look in the bear's eyes.

Upon reaching his house, Flippy went inside and closed the door behind him. He entered the bathroom and stood before the sink, staring into his own burning, wrathful eyes and recalling the day Cthulhu had first gotten free. Reliving the moment, he turned around, half expecting the demon to be standing there. But he was alone. Now that Cthulhu had Flaky, he was more alone than ever.

Suddenly, he whirled around and lashed out violently. He shattered the mirror with one blow, ignoring the blood running down his paw as he screamed loud enough for Cthulhu to hear.

"SHIT!"

* * *

As soon as he was done screaming until his voice was hoarse, Flippy managed to tell everyone what Cthulhu had said.

"Well, he's obviously keeping her in a warehouse," Epic commented.

"No, really?" Vance said, rolling his eyes. Then he saw the look Flippy gave him and regretted it immediately. "Sorry. Go on."

"That's all," Flippy said with a shrug. "Any ideas?"

"Let's be careful about this," Lucky advised, toying with the Idol. (For once, no falling objects had interrupted them.)

"Yeah," Splendid, whose expertise on the subject of rescuing people had been decidedly invaluable, supported her. "It's also obvious that he wants you to go in there and try to get her out. He'll probably have something planned."

"But what can we do? We can't just leave Flaky in there," Cuddles pointed out. "She wouldn't."

"You sure about that?" Vance said cynically, earning a glare from everyone present. "Well, you know she's a little... timid."

Lucky nudged him roughly. "You're not helping," she said politely. "What I want to know is why Cthulhu wants to do all this. Why is he going through all this trouble just to hurt Flippy?"

"You just answered your own question," said Cuddles. "To hurt Flippy. Does it matter why?"

"It might," Lucky muttered, peeved that they were blowing her off. "But back to the original subject: how do we get her out?"

"You're a cat; shouldn't you know about this kind of thing?" said Disco Bear from where he was standing as far away from her as he could.

"I'm a cat, numb-nuts, not a cat burglar."

Cuddles' ears, which had been drooping low for a while, suddenly shot straight up. "Burglar? Now there's an idea..."

As the rabbit's idea dawned on him, Flippy's eyes lit up. "Lucky and Cuddles, you both are geniuses."

"That would be, 'genii'," Lucky corrected. "But that's beside the point. I'll try talking to them. Where are those two raccoons now?"

* * *

"What's in it for us?"

The two raccoon brothers said this simultaneously. It hadn't taken much to find them; they were rooting through a dumpster looking for anything they could find.

"What could you possibly find in a dumpster that would be remotely worth finding?" Lucky had asked upon seeing them.

"One Tree Friend's trash is another's treasure!" was the only answer she got.

"What's in it for us?" was so far the only answer she'd gotten for "We need your help."

"What's in it for you?" Lucky snarled. "That's all you care about, is what's in it for _you?_"

Shifty and Lifty looked at each other, and then looked back at Lucky. "Yes," they both answered.

The black cat sighed inwardly. Would she have to resort to death threats? Would death threats even matter to them at this point?

"Look," she said. "We need your help. Plain and simple: we need your help. Can't you just, for once, do something heroic?"

"Well, you see..." Shifty began.

"We don't usually help people..." Lifty followed up.

"Unless there's something..."

"In it for us."

"See, we're raccoons..."

"Nothing more than pack rats with stripey tails..."

"Very rarely do we offer help..."

"Unless we get something in return."

"Sometimes we just take stuff!"

"Without helping anybody."

"It's all the same to us."

"All that matters is if we get stuff out of it."

Lucky stared at them. Her patience was severely depleted; how long would it be before she lost her head and started yelling? Would pleading work? Only one way to find out. "Please," she said, swallowing her pride. "We really need your help. If you don't help us, Flaky could die for good."

"We'll ask again..." Shifty said patiently.

"What's in it for us?" Lifty finished.

That did it. Eyes blazing red, Lucky let out an angry hiss. "Don't you two idiots GET IT??" she yowled. "This is Cthulhu we're talking about! If you think you can just sit up there on a garbage can and demand payment for helping, then you're SADLY FRICKING MISTAKEN! This is war all over again! Cthulhu can kill us and make us stay dead! If you're not going to back anybody up, then nobody will have any reason to back you up! Then, you know what? You'll be all fricking by yourselves! If you die, NO ONE'S GOING TO HELP YOU! No one will WANT to help you! How would you feel if you were in desperate need of help, and when you asked for it, everyone else demanded a pay-off?! Well? WELL?!"

Lifty blinked, looking thoughtful all of a sudden. Triumphantly, Lucky realized she'd struck a chord. "For the last God-knows-how-many years, the only people you've ever thought about were yourselves. You don't get it, do you? When you help someone, they do pay you back. They help you in return. Haven't you ever heard the saying, 'what goes around comes around'?"

"You know, she's right..." Lifty said uncertainly.

"How so?" Shifty inquired.

"How so?" Lifty repeated with an edge in his voice. "You know how so."

Lucky's mind raced; she needed to strike a killing blow, so to speak. Then she remembered what Flaky had told her once, about Shifty and Lifty's brothers. "You think _they'd_ want you to refuse to help? After help was the very thing you needed?"

Both brothers looked up, startled. "Wh-what?" Shifty stammered.

"When that grenade went off, did anyone help you?" Lucky asked calmly, now that she'd cooled down. "How'd that feel, huh?"

A strange look entered Shifty's eyes, and Lucky thought she could see tears glistening in Lifty's. Shifty noticed this too, and elbowed him roughly in the side. Lifty blinked, and the liquid was gone.

"Okay," Shifty sighed. "We'll help. But if we die, we will kill you."

Lucky managed to grin. "Sounds fair."

* * *

**O.O Flippy said a bad word! XP I just hope no one gets uptight about it and decides to report abuse. I hate people who take one look at a swear word and/or sexual reference, and decide to report abuse. It happened to my brother with his Redwall fanfic. XP**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	13. LoveHate

In the middle of a rat-infested building, Flaky cowered in the dark. She was completely alone, and for once in her life she was glad of it. Normally she hated to be by herself, but she would rather be left abandoned than kicked around and sneered at by sewer rats. One of them, Frankie, was the worst. He took every chance he got just to make her whimper, and had reached almost friendly terms with Cthulhu.

A large piece of cloth stuffed in her mouth prevented coherent speech, and her paws were tightly bound. Dried blood crusted around the areas where the rough rope cut into her skin. She lay on her side, barely able to move. If she tried to get up, sharp pain lanced through her side where Frankie had kicked her.

Tears brimmed in her eyes as she imagined what Flippy must be going through and feeling. Just the other day he'd kissed her. She wanted him to do it again.

And what about all her friends: Cuddles, Giggles, Petunia, Lucky, and all of them? Were they going to try to get her back? She knew they would, and she knew Flippy would come after her even if he had to do it alone. He was like that.

A sudden thought seized her. If she died forever, would he be able to handle it? The loss of Teddy had driven him to a violent rage, so much that he'd asked Cthulhu to help him massacre the ones responsible.

She heard the door open, and sudden anger sent burning tears down her face. Cthulhu approached casually.

"Cryin', huh?" he remarked. "I ain't gonna stop you, though. Go ahead and cry all you like. I have to say, that noise you made while I was on the phone was quite rude, but at least it let Flippy know I have you alive. So, I thank you for that."

Hatred rushed through the bound porcupine, an emotion she had not felt for a very long time. It flooded through her, banishing the cold fear that crippled her. She longed to reply, but all she could manage was a muffled noise through her gag.

Smiling slightly, Cthulhu yanked the rag out of her mouth. "What was that? I didn't quite get that."

The porcupine swallowed the lump in her throat. "I-I-I ain't crying for me," she stammered at first. "I'm crying for _you_."

Cthulhu's smile widened. "Aw, that's cute. Why do you say that?"

Flaky could not have kept the words back if she wanted to, but she forced as much shaking out of her voice as she could. Tears of fury continued to roll down her face and splash to the floor. "I think about all the things _Flippy_, and _Lucky_, and _me_, and _everyone_ is going to do to you when they come, and it makes me cry. It _scares_ me."

The demon tapped his chin with the flat of his dagger, looking thoughtful. "Right. Your wimp boyfriend. If I remember correctly, I was the one who did most of the killing during the war. Well, it's been fun talking to you, Flaky. I'll see you when I see you." He bent to stuff the rag back into her mouth.

For the first time in God-knows-how-many years, Flaky felt the old fire of courage light beneath her. "Just keep something in mind... Flippy was also in control when you were avenging Teddy. Think about that."

Cthulhu crammed the gag back into her mouth. But before he left, Flaky saw him shudder.

And then she was left in total darkness again, with the flame rapidly dying away.

* * *

"What?!" Outraged, Lucky glowered angrily at the fox. "You have one of the biggest fricking grudges against Cthulhu, and you won't even fricking help?" Her temper was short after her hardships in convincing Shifty and Lifty.

Ruby glared back at her, unfazed by the cat's anger. "My reasons are my own, kitty cat."

Fighting to keep from giving the irate demon a pair of clawed ears, Lucky swallowed hard. "Don't fricking call me kitty cat, broom tail," she snapped.

Ruby simply sneered. "'Broom tail'? Puh-leeze. That's the oldest one in the book."

"I don't give a pile of turd!" Lucky retorted. "I just want to know why you won't help us get Flaky back, when it's a perfect chance to get a crack at Cthulhu.

"I'll say it again," Ruby growled. "My reasons are my own."

"_'My reasons are my own_'," Lucky mimicked angrily. "You, you YOU! Don't you care about anyone but yourself?"

Ruby bared her teeth back to her pink gums. "As a matter of fact, I just so happen to."

"Look, Ruby," Lucky said, fighting to keep calm. "I'm going to tell you a bunch of things I told the raccoons. One, we need you. It's that simple, we need you. Two, if you keep refusing to help people like this, how do you expect people to want to help you? If you just distance yourself like this, you won't get any close friends."

The demon's red eyes flashed. "I've learned something through hard, bitter experience," she snarled. "Nice guys --or girls-- finish last. I don't have any close friends, because... because..."

"I beg to differ," Lucky interrupted. "Nice guys finish first. Nice guys tend to have people wanting to help them. Not-so-nice guys... not so much."

Ruby turned away, signalling that they were entering a tender subject. "That's not the only reason, though."

"Then what is the other reason?" Lucky asked. "I just want to know."

"You wouldn't get it," Ruby answered tartly. "No one would. And why do you always have to know 'why', anyway?"

"When you know people's reasons and motives, you know _them_ better," Lucky replied. Her anger was mostly gone, replaced with curiosity. "When you don't know why they do what they do, it's harder to deal with them. That's why I want to know Cthulhu's motives. I think that, maybe if I know why he's doing all this stuff, I'll know him better. It's easier to beat your enemies when you know them, at least a little." She cocked her head. "I want to know why you don't want to help, so I'll know you better as an ally."

Ruby sighed. "Fine. I don't want to help you break in, because... I..." She stopped for a few moments, and Lucky waited impatiently for her to continue. "I don't want to... hurt... him..." The demon's voice trailed off, but Lucky sensed what her problem was. Her green eyes registered shock.

"You mean to tell me that..." Lucky paused. "After all this, after he killed you and everything... you still love him?"

The fox did not reply, and her silence told Lucky all she needed to know. "I have to say I'm surprised, Ruby," the cat remarked carefully. "You don't seem like the type who forgives easy."

"I haven't forgiven him," Ruby answered tersely. "I doubt I ever will. I hate him... but somehow, I still... It's complicated."

"I understand," Lucky said with a nod. "Well, I don't really understand, but I can sympathize. I won't bother you about this any more." She started to leave.

Ruby called over to her. "Lucky..."

Without turning around, Lucky stopped to answer the unasked question. "Ruby, for as long as I can remember, many have looked to me for a sympathetic ear. I'll tell you the same thing I told all of them: no one will hear it from me."

"Thanks," was all Ruby said. Lucky started back to her house, only to stop again. She was unable to resist a small dig.

"But I'm not gonna lie to you, Ruby," she said coyly. "He really is your type."

The black cat shot off like a rocket, with a Mayan idol clutched in her paws and an outraged demon-fox hard on her heels.

* * *

**I feel so sorry for Ruby. TT Sorry for chapter shortness, but I'm starting to get plagued by the Artist's Block Monster. PLOT BUNNIES, DEFEND!**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	14. Random Filler chapter

"What do you mean you're not coming?"

After a few seconds, Lucky opened her eyes a crack. She'd closed them when Flippy had first confronted the fox, fearing that Ruby would do something... less than desirable. Fortunately, the fox had pointedly turned her back on the indignant bear, rather than attack him.

"Uh... The two of us already had this discussion, Flippy," Lucky told him. "She's not coming, and I'm not going to try to make her." Lowering her voice to a stage whisper, she hissed, "I happen to enjoy the use of my limbs."

"But... Flaky..." Flippy stammered, clearly anxious. "Why won't she help?"

Ruby tensed visibly, clearly afraid that Lucky would spill. But instead, the cat simply shrugged. "Beats me. You think she'd tell me? Puh-leeze."

The fox relaxed, and Lucky shot her a glance that said, _I told you I wouldn't say anything!_

Mistaking the cat's reproachful glance for indignation, Flippy glowered at Ruby's back. "Fine," he growled. "But we're wasting time. It's been four days already; no more waiting. Who knows what Cthulhu's planning to do to her?"

"He won't kill her yet," Shifty pointed out, putting his criminal expertise to good use. "If he does, he's pretty much botched the whole thing."

"That happened to us once," Lifty added. "Our first ransom, and our messiest."

"Our last, too," Shifty put in. "Remember the--"

"As if you'll ever let me forget!"

"Can we focus here?" Cuddles said, stamping a slipper-shod foot. "Like Flippy said, we're wasting time."

Lucky took a quick count of who was going. It was simply herself, Flippy, Nibs, Cuddles, Vance, and the raccoons. Splendid would be there, too, flying surveillance.

Tense and tight-faced, Flippy climbed into the driver's seat. "Then let's get going."

Cuddles bounced into the passenger's seat. "I call shotgun!"

With a trace of humor in her voice, Lucky hopped into the backseat. "I call Thompson."

Everyone present snickered at her small joke, and even Flippy found it in himself to grin.

"It wasn't that funny," Ruby muttered, the only one not to laugh.

"At a time like this, you take the yuks wherever you can," Vance told her as he sat next to Lucky.

Nibs squeezed himself in the back, squashing Vance and Lucky up against Shifty and Lifty. "Tight fit, ain't it?"

"You can say that agai-a... a-ashoo!" Lucky sneezed. "Wha's that stink? Nibs, are you smoking?"

The rat chewed on the cigar he'd just lit. "So what if I am? The windows're open."

"No smoking in my car," Flippy ordered tersely as he started the jeep.

Nibs scowled sullenly. "It's a Cuban cigar! Do you have any idea how hard it is to get these into this country? No way I'm puttin' it out now!"

Vance coughed. "Fine, but please smoke away from my face."

The rat simmered for a few minutes in sullen silence. Then, just to spite the weasel, he reached across Lucky to wag it in front of his nose. When he drew his paw back to put the cigar back in his mouth, it was gone. "Hey, where'd it go?"

His answer came as Lifty dangled the cigar out the window. "No more of that, or I swear I'm letting it go."

"Don't yew dare!" Nibs snarled angrily, lunging at the raccoon. Lucky let out a high-pitched cat screech when the rat stepped heavily on the Idol in her lap.

Flippy turned his head to glare at his passengers. "Shut up!" he snapped. "I will turn this jeep around!"

From where he was flying overhead, Splendid snorted with laughter. "No you won't, Flippy, and you know it."

"Be quiet."

Nibs had managed to regain command over his precious cigar, and stuck his head out the window in order to smoke it. "I swear..." he muttered.

Lucky wriggled in her seat, or at least she tried to. "Are we there yet?"

With a heavy sigh, Flippy banged his head against the steering wheel. "How can you possibly make jokes at a time like this?"

"Hey, you're the one Frenching Flaky in the middle of a crisis," Cuddles nudged the bear roughly. He laughed. "In the middle of this whole smelly mess, romance blossoms, eh?"

"It's so Hollywood," Lucky muttered. "Relax, Flippy. We're just trying to make light of the situation."

Suddenly interested, Vance pricked up his ears. "Wait, he did what to Flaky?" Nibs withdrew his head from the window eagerly.

Another sigh issued from the driver, and Flippy banged his head against the steering wheel again.

Shifty, who was sandwiched between Vance and Lifty, complained. "You know, this is really uncomfortable."

Lucky had to agree. But, since she was squashed up against Vance, she had a whole different reason for feeling uncomfortable._ Romance blossoms_, she thought wryly. _So Hollywood._

* * *

"So, Flippy," Lucky said in an attempt to start a conversation. "How'd it happen?"

"How'd what happen?"

"Well," the cat began, only then realizing that her question might touch a nerve. "What I mean to say is, I mean, I was only away from you two for a half an hour or so... and... uh..." She cursed herself. How could she tactfully ask this question? The last time she touched on a tender subject with Flippy, he slammed the door in her face. "I just was curious as to... how you... er... got separated from Flaky... so fast."

"I honestly don't know," Flippy replied with a shrug. Lucky inwardly breathed a sigh of relief that he wasn't biting her head off. "There's not much to tell. Flaky went after you to see if she could get you to calm down. I went home. Twenty minutes later, I went out to talk to her, and I couldn't find her anywhere."

"Snatched 'er in broad daylight," Nibs mused. "Bold move."

"Hey, by the way," Shifty spoke up. "How do we know exactly where he is? I mean, we know it's a warehouse. But which warehouse?"

"Someplace out of the way of the crowds," Flippy mused thoughtfully. "Large, too. If I know Cthulhu, he'll want a little playtime, too. So... probably a pretty big place, lots of large and small rooms, maybe even multiple floors."

"Definitely," Cuddles agreed. "Cthulhu's the kind of guy who likes to play with his food before he eats it. Take it from me, I should know. It's happened to me the most out of everyone."

Flippy muttered something that sounded like, "As if you'd ever let me forget it."

"I know!" Nibs brightened suddenly. "Only place like that is Idunno Ware-house."

"Where's that?" Flippy asked. "We're pulling up in Joyful Tree City now."

"Not many Tree Friends know where it is," Nibs said. "It was abandoned a long time ago because no one could ever find it easy. Us rats found a way there through the sewer system, though. It's easier to find if you take the tunnels. I could show youse the way. But foist, find a manhole."

"Oh, that's easy," Flippy said cynically. "There're manholes everywhere, quite easy to get to if you don't mind being roadkill."

Nibs sighed. "Pull over," he ordered.

"Why?"

"Just pull over, ya schmuck."

Ignoring the "schmuck" comment, Flippy obeyed. "Why?" he repeated. "We're in a bad part of town."

"Exactly," said Nibs. "Not much traffic here." The rat hopped out of the cramped jeep with a sigh of relief before approaching a grimy-looking sewer cover. With practiced ease, he levered it up and pushed it to one side. He caught sight of the distasteful looks from pretty much everyone but Shifty and Lifty, who immediately lowered themselves through. The rat started to do so as well, but paused briefly when only his head remained visible. "Well? Ya comin' or not?"

* * *

Cthulhu was sniggering to himself in satisfaction. It was all just too easy! He was now perfectly glad that Nibs had deserted; it saved a great deal of trouble. If the stupid rat hadn't run off, he would have had to practically haul Flippy in the right direction to where they were.

In the corner, Flaky was curled up. The gag had been removed, but she said nothing. Blood ran down her face from a cut on her forehead, and her poor treatment was showing in her ratty, unkempt quills and hollow, bleak eyes. She'd been there only four days, but she'd lost track of time. All she could do was lie there in a musty room while a demon paced back and forth, sniggering in self-congratulation.

* * *

**DON'T WORRY, FLAKY! They're coming to save you! Poor little porcupine.**

**So, I'm being plagued by writers block, and to muscle my way past it, I had to bombard this fic with unrealistic comic relief! :P Oh well. Hopefully the writer's block will go away when I start on the first chapter.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	15. The plot deepens

"Ugh... what is that smell?" Splendid wrinkled his nose in distaste.

Nibs laughed. "That, my friend, is the smell of days, weeks, and months woith of waste, whether it's crap, piss, or just the garbage you stuff down the sewer grates. Sometimes folks even--"

"Let's save the colorful descriptions for later, shall we?" Cuddles said, looking like he was about to be sick. Not wanting to get his beloved pink bunny slippers dirty, he'd left them behind in Flippy's car. As a result, he was getting his feet wet in... actually he didn't really want to know what he was getting his feet wet in.

Lucky, in the meantime, was taking her mind off the filth by chattering and complaining animatedly to no one in particular. "See, I just don't understand why you guys are just hauling tail to attack this guy without even knowing what his motives are, where he comes from, or anything like that. You just wanna bust in, guns blazing, haul Flaky out of here, and beat the living daylights out of him. If we knew more about him, we could find a weakness that would make our jobs a whole lot easier than it is, and a lot less risky. Aren't you guys at least a little bit curious as to the small stuff like why he limps and--"

"Cthulhu limps?" Vance broke into her tirade. "Since when?"

"Since I first saw him," Lucky replied testily. "Don't you guys pay attention?"

"I never look at his feet!" Cuddles snapped. "Excuse me, but I'm more preoccupied with whatever's in his paws, 'cause usually it's either a knife, a gun, a grenade, or, or, or--"

"Or a Christmas cookie," Shifty suggested. Everyone looked at him strangely. The raccoon blinked owlishly. "What?"

"A Christmas cookie?" Lucky said curiously. "What does that have to do with anything?"

Shifty was about to answer, but Lifty beat him to it. "It was hilarious!" the raccoon laughed. "Shifty told me about it. I was impaled to the wall by candy canes at the time, so I never actually saw it, but Shifty got caught in one of the traps, you know, the kind where you step on a wire and it swings you up so you're hanging by your feet. Then Cthulhu came up and shanked him with a Christmas cookie!"

"Yeah, then he bit into it," Flippy added, smacking his lips in disgust as if he could still taste it. "You won't believe the things that guy eats."

Cuddles glanced around at the grimy walls. "If his stomach wall is anything like these walls, I'm pretty sure I get the idea."

"So he limps?" Vance veered back to the original subject.

"His right foot," Lucky replied. "I noticed him favoring it once, and when I was about to pounce on him in the alleyway, I saw it was sort of... twisted."

"Twisted?" Vance echoed. "You sure you weren't looking at his mind?"

Several of those present sniggered. Lucky sighed exasperatedly and beaned the weasel in the face with the Idol. But out of the corner of her eye, she watched Flippy. His expression never changed, despite Vance's snide joke. Lucky knew he wouldn't be at ease until he saw Flaky safe again.

* * *

Flaky observed the demon from afar as a rat ran up to him timidly and whispered in his ear. She caught the words, "they're coming" before Cthulhu replied.

"You're sure?" the demon murmured back.

"The cockroach saw them coming with his own two--" the rat broke off. "Do roaches have eyes?"

"Never mind that!" Cthulhu snapped. "Tell the Mob to spread out at random around this place." Cthulhu's mouth twisted into a smirk. "This is gonna be fun."

* * *

Nibs pushed upward at a sewer grate. "Almost... got it!" The lid came free, and Nibs hoisted himself through the opening and placed it to one side as quietly as he could. With a grunt, Flippy came out after him, then turned to help Cuddles out. Lucky climbed out next, her tail wrapped around the Idol in order to keep her paws free. Vance followed close behind her, but halted momentarily to kick out at whoever was behind him.

"Let go of my tail," he snapped, then hauled himself out.

Shifty emerged, and there was a small indent in his fedora where the weasel's foot had struck at him. Right as he was about to come completely out, Lifty climbed over him, stepping on his head and enlarging the dent. Shifty sighed; clearly, he was used to this.

Splendid was the last to come out of the sewers, and he wrung filthy water out of his tail moodily. "Couldn't we have picked another way?"

"No," Nibs replied promptly. "So how are we gonna do this?"

"We'll split up," Flippy replied resolutely. "Nibs--"

"Split up?" Lucky questioned. "Isn't that usually the number one cause of death in horror movies?" Flippy shot her a withering look. "Okay, okay, I'm just sayin'..."

"Nibs, you're with me," Flippy continued. "We're gonna look for Flaky. Splendid and Cuddles, you go around and try to take out as many rats as you can. Shifty and Lifty, try and steal whatever would be useful to them, and get rid of it. I don't care how, but just make sure they have as little weapons as possible. Lucky, you go with--"

"I'm fine by myself," the cat interrupted firmly. "I'll find Flaky. You two and Vance deal with Cthulhu. Cthulhu has to be held off, and you need as much help as possible." Something in her tone brooked no argument, so Flippy nodded.

"Alright. C'mon, guys."

The group split into two pairs, one trio, and one cat, murmured their farewells, and crept off into different directions. Though no one had mentioned it, they were all thinking the same thing: _Cthulhu practically told us he cursed the place. We can't get killed. If we do, we're gone for good._

* * *

**So, I'd consider this just a filler chapter, really. The plot's moving pretty slowly, but by the next chapter, it'll pick up again. My writer's block is pretty much gone, thank God. I'll probably develop more on Shifty and Lifty's relationship next chapter.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	16. The Battle Begins

Neither raccoon could hold back their usual sniggering fits, despite the seriousness of the situation. I mean, come on, when you're a kleptomaniac and you're given permission to just go nuts and steal everything in sight, how can you keep a serious face?

"If you see anything shiny, it's mine," Shifty said immediately.

"What?! Why yours? For once, I want to pick my own share of the loot!" Lifty glowered resentfully at his brother. Suddenly, he grinned wickedly. "Oh, I know why. You just want something pretty for--"

"Shut up."

"You _liiiiike_ heeeeeer."

"Shut up, Lifty!"

"No, I will not shut up. _Shifty and Petunia, sitting in a treeee-_yowch! No need to step on my tail!"

"Plenty need," Shifty said flatly.

"If you like her so much, then why'd you tie her and Giggles up during our last heist?"

"Call that a heist? We held up a lemonade stand!"

"Don't change the subject!"

"Well, Mr. Moralizer, I didn't see you leaping to her aide."

"Well I don't like her!"

"Yeah, you like Splendi--OOF!"

Lifty tackled his brother, enraged by the jibe. "Take it back, you perverted son of a--"

"Geez, I was just kidding! Get off me!"

Scowling, Lifty let him up. The two raccoons continued to sneak down the hallways until they almost ran right into a rat's back. Luckily, they were hiding around the corner by the time he turned. When his back was to them once more, Lifty crept up quietly and struck him on the back of the head with a crowbar that had been lying around conveniently. The rat dropped with an almost inaudible moan, and the two raccoons swiped pretty much everything he'd had of value.

Shifty grabbed a sparkling gold pendant from around the unfortunate rodent's neck and shined it on his fur. Lifty was silent for a moment, but spoke up quietly a few moments later.

"Hey Shifty... Remember the last time we had... you know... one of those long brother-to-brother talks?"

The other raccoon breathed on the pendant and continued polishing it, cocking his head thoughtfully. "Er... no."

"Yeah... neither do I." How long had it been since they last talked without ending with an argument or a bloody death? The question crossed Lifty's mind, but he brushed it away easily. Right now, they were doing what they did best: stealing everything they could get to without losing their paws.

* * *

"Guys, the day's not getting any younger! Will you hurry up?"

"You know, maybe you should slow up," Vance complained to the impatient bear. "You're staying six feet ahead of us. We're not gonna get Flaky outta here by rushing into things."

"I'm sorry," Flippy apologized. "But I just... I want to find Cthulhu, get Flaky out of here safely, and go. I don't... want to go through the same thing twice." He started on again, making sure to walk more slowly.

No words were exchanged between the three of them, and they met no one in the unlit halls, so Flippy was free with his thoughts.

He hated Cthulhu; well, that was stating the obvious. And at the moment, he wanted nothing more than to see him defeated. _He's the reason people have avoided me for so long, the reason everyone hates me... and the reason Teddy's dead._ Flippy's teeth ground together, and he could not stop a few tears from overflowing in his eyes. He'd never really gotten over his brother's death, even though he'd learned to live with the fact that he was gone. But ever since Cthulhu started really causing trouble, he'd felt the pain renewed.

Everyone said that Teddy was somewhat dependant on Flippy, but in truth, Flippy needed Teddy just as much as Teddy had needed him. And he'd had to take care of his brother. With his mom working two jobs a day and his dad usually lying passed out or wasted on the couch, Teddy needed someone to look after him. At school, Teddy was bullied mercilessly...

Flippy shook his head to clear it of the bad memories. He'd been born nine years before Teddy, and as soon as he'd first seen Teddy, so small and vulnerable, he'd taken it upon himself to watch out for him. Then Dad lost his job and started drinking, and Mom had to work two jobs in order to support them all. They just barely got by. Just barely. And at school, it seemed like every time he turned his back, someone would come up and mess with his little brother, whether they stole stuff from him or just knocked him around, split his lip, and gave him a black eye.

A shudder ran through him, and he did his best to hide it. How many times had he been the one to hoist Teddy back to his feet whenever he was knocked down? How many times did he have to yell at whoever was responsible for it, all the while knowing it would only have a temporary effect? How many times had he hugged his little brother close and let him cry into his shoulder? And why, for God's sake, _why_ did he never say anything about it to anyone? Was it just fear? Was it the same mortal terror that kept him hiding in his dark room late into the night, when his mom came home, and the yelling started? Which he'd done for three years until he was thirteen and his mom just died of illness.

They'd been through it together, he and his brother, until they'd found themselves in the foster system until Flippy turned eighteen and could actually legally take care of his brother, who'd been nine by then. And now, thanks to Cthulhu, it had all been for nothing.

Flippy cursed himself as more tears fell, even as he tried furiously to stem them. Unfortunately, Vance noticed this.

"You okay, Flippy?" the weasel asked curiously.

"I'm fine," Flippy tried to reply calmly, but his voice broke noticeably. "Dammit... I'm fine."

Vance seemed to understand that this was one of those times when the last thing one wanted was another's pity, so he didn't press. Nibs, however, didn't.

"You sure you're okay, Flippy?" the rat asked.

"I said I'm fine!" Flippy snapped. Nibs winced, and he immediately regretted getting sharp. "I'm sorry, but I really am fine."

The rat shrugged. "If you say so."

Rage and vengeance, kindled by memories of his brother, burned in the pit of Flippy's stomach, and it was all he could do to slow up and match his companions' pace.

* * *

Splendid and Cuddles, meanwhile, had their paws ful.

"Over there! There they are!"

"Finally, something to do!" Cuddles muttered to the flying squirrel. "I was beginning to get bored."

"I hear you," Splendid said with a daredevil grin at the approaching rats.

"Watch your lasers, though, or you might slice me in half," Cuddles said, only half joking. He laughed nervously. "And in here, I don't really want to get sliced in half."

"Don't worry, I won't even singe your tail," Splendid assured him, flying straight into the first rat he saw. Cuddles laughed, landing a punch on another attacker's scraggy-whiskered snout. The rat attempted to roundhouse-kick him, but the blow was blocked by one of the rabbit's large ears. The a skillful twist, Cuddles floored him.

"Oh, fear the ears." Lucky and Flippy had shown him a few fighting moves a few days before, and he turned out to be surprisingly good at it, once he could actually learn from someone competent enough to teach him. Epic had even shown him a few pressure points (as well as how to play his electric guitar without sounding completely musically inept).

Finally, when four rats lay knocked out on the ground (two of them with numerous cauterized wounds) Cuddles stepped back and groomed dirt off of his left ear. "That was cool," he remarked. "Do you always do to stuff like this?"

Splendid shrugged. "Eh."

* * *

**Crappy fight scene!**

**Oh yeah, and I don't own Cuddles' new ear-fighting coolness, or his 'fear the ears' line. That belongs to whoever made that movie Hoodwinked, if you've ever seen it. It's an okay movie, I guess. Whatev. Sorry for the slow-plot-moving-ness. But I did reveal stuff! (beams smarmily) It'll really pick up next chapter!**

**I hope.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	17. Wrath

Lucky pressed her back against the wall, keeping a firm grip on the Idol. She knew she couldn't simply wander around aimlessly to search for her friend. She needed information.

The stench of unwashed fur and... and _Limburger cheese?_ the cat thought, reached her nose. She bit her lip to keep from gagging. Hadn't these idiot rats ever heard of bathwater before? Covering her nose with her tail, she breathed through her nose. That was better on her nasel passages, but now she could _taste_ it. Oh well, you can't win all the time.

Cautiously, the cat peeked around the corner. There were about three rats standing together in a group, conversing in quiet tones.

"I tell ya, Lance, we ain't done stuff like this in way too long," one of them was saying. "I ain't sure if I'm ready fer this."

"Aww, don't be such a whiner," Lance replied, clearly hiding his own misgivings. "This is the way we're supposed to do things. Ya know... warehouses and all that. We ain't supposed to just sit around in a sewer bar and do nothin' but gamble and start bar fights."

"This ain't smart, man," the third rat told them both. "Don't you rats know what a cat can do to us?"

"Yeah, there's always that," Lance admitted.

Lucky was hard put to keep from sniggering. It was times like this when she just loved being feline.

"So... where's the boss keepin' that bitch porcupine?" the first rat inquired as a means to change the subject. "Is he guardin' her?"

"Nah," the third rat shook his head. "He just tied her up and locked her in a room. Didn't even post guards. But he did tell Frankie where she was. Frankie told me, and he's just spreading it around, just in case some of us get bored and want a little... you know... fun. Only her paws are tied, too."

Lucky's stomach heaved.

"What?" the first rat asked. "Why didn't anyone tell me? Where is she?" The cat pricked her ears.

"On the second floor. One of the smaller storage rooms. Number 512, I think."

The first rat laughed nastily. "I think I'll be going over there now."

"You two make me sick," Tony said, rolling his eyes.

The first rat quitted the group eagerly. Lucky slipped past the remaining two rats and followed him silently, wanting him to lead her straight to the porcupine before she acted. She was glad she'd chosen this job, rather than Flippy; the he would probably just attack the rat as soon as he had the chance.

* * *

Flippy was jolted out of this thoughts quite rudely when about four gangsters surrounded the three of them.

"Hey, it's Nibs!" one of them snarled. "You deserted!"

"Uh... yeah," Nibs said thoughtfully. "I must have twice the brains you have, Frankie."

"That's true," the brown rat closest to Nibs muttered to him. "Kiss-ass over there has been sucking up to Cthulhu for a while now."

"Why am I not surprised?" Nibs replied, rolling his eyes.

"Hey, shut up, Tony!" Frankie snapped. He turned to Flippy. "So, you're the little rock in the boss's shoe, huh?"

"Not really," Flippy replied frankly. "He doesn't have shoes."

Frankie underestimated him and took a careless swing at the bear. The next second, he found himself on the floor with Flippy standing over him. Vance, Nibs, and Tony were sniggering at him, and the other two rats were cracking grins.

"Don't try that again," Flippy advised him in long-suffering way.

The rat was on his feet in a flash, infuriated. "Too bad you ain't tied up like your girlfriend," he taunted. "It's much easier to knock her around."

It was a mistake. Flippy flew at the rat with nothing but his bare paws, and everyone present witnessed Frankie receive one of the most fearsome beatings they'd ever seen.

"That was pretty cool," one of the rats admitted. (Clearly, Frankie wasn't the most popular rat in the Mob.)

"Hell, if they're gonna be like that, then count me in," said Tony. He grinned at Nibs. "Man, you tell the best jokes out of all of us."

Flippy had slammed Frankie against the wall. "I could kill you right now for every single hit she's taken from you," he gritted, pressing his knifeblade against the rat's neck. "If I feel like it, I could press even harder. How about that, huh?"

The remaining two rats were still under orders. "Sorry," one of them said, reaching for a revolver. "We can't let you do tha-- oh. Never mind." The reason for his sudden change of heart was Vance grabbing him in a head lock and holding the gun to his head. Nibs was treating the other gangster similarly.

Keeping the Bowie knife pressed against his captive's throat, Flippy spoke to the two rats. "You two have a choice here," he said. "Either die or get the hell out of here."

"I'll leave."

"Same here."

Frankie remained silent, but slumped against the wall submissively.

Nibs and Vance released them, and they scurried away enthusiastically. Nibs grinned at Tony and clapped him on the shoulder. "Thanks, Tony."

"Hey, you know me. I only joined 'cause Ma said she'd call the hit off if I did," the rat said, shrugging sheepishly. "I'll take youse to Cthulhu. Frankie'll probably try something."

Flippy turned back to his captive. All the time he had kept the knife at Frankie's jugular. A trace of fear entered the rat's wide eyes. Flippy clenched his teeth. "You are an extremely lucky rodent," he informed him coldly. "Get out." With that said, Flippy released him, and Frankie immediately fled.

"Why'd you let him go?" Vance demanded. "Didn't you hear what he said? He was hurting Flaky, and bragging about it!"

"I can vouch for that," Tony added. "Why didn't you kill him? He'll only go crawling back to Cthulhu."

Flippy put his knife away. "Because my little brother wouldn't want me to."

* * *

Frankie burst into the storage area where Cthulhu was. "They're here, and they're coming!"

"Did you kill any of them?" Cthulhu inquired.

"No, I never got the chance," Frankie said, shaking his head. "Me, Tony, Arnie, and Joe ran into three of 'em at least, Boss. I was the only one who came to give you a heads up. Tony's gone to the other side, and Arnie and Joe ran for it."

Cthulhu picked up his dagger for a table. The blade, which had once glowed eerily, was now a sooty black color, and the handle was dark green. "Let them," he said. "If anyone runs, let them. There's no room for cowardice, anywhere. Was the cat with them?"

"No," Frankie shook his head. "They must've split up."

"They'll converge again," the demon told him, still staring at his dagger. "And the group you ran into contained Flippy, am I right?"

"Yeah, boss."

"Then they'll be coming here very soon."

* * *

"He's in there," Tony informed them, indicating a spacious storage room. "At least, he was when I last saw him."

The four of them went in without hesitation. Flippy's knife was out, Vance was armed with a crowbar, and the two rats had their own switchblades and small guns.

Cthulhu was leaning lazily against the wall. At their approach, he glanced at them as if he couldn't care less that they were there. "Took you long enough," he commented. "I was beginning to wonder if you'd gotten lost. Thanks for the tip-off, Frankie."

The rat scowled at them from where he was, just to their left. "They had a bigger tip-off than I gave you, thanks to him." He jerked his head at Nibs.

There was a note of long-suffering patience in Cthulhu's voice, as if he were talking to a small child. "Yes, Frankie. And that's what I wanted, remember?"

"Still, it's the thought that counts," Frankie grumbled. "And he probably told them all our secrets."

"Very true."

"Enough playing around, Cthulhu," Flippy snapped. "I'm tired of playing your stupid little games. It ends here and now."

"On the contrary--" Cthulhu began, but was cut off by Frankie. Eager to rise in Cthulhu's favor, he lunged in and struck out with a dagger that no one had seen him take out. The rat was aiming for Flippy, but in his eagerness he misjudged the distance. The bear dodged him easily, but Nibs wasn't quite fast enough.

The blade was driven straight into Nibbler's chest, all the way up the the hilt.

"Nibs!" Vance yelled, dropping to the fallen rat's side. Flippy, however, was facing Frankie. The rat shrank back, but disguised his retreat by simply returning to the demon's side.

"I missed the one I was aiming for, but at least I got the traitor, Boss," he said, expecting some sort of praise, obviously.

He was dead wrong.

"Uh, excuse me, did I say you could do that?" Cthulhu sneered scornfully. As soon as he said this, he struck out at the rat with a backhanded strike. With the same paw that held his own dagger.

Frankie let out a surprised gurgle as the blade entered his throat. Carelessly the demon addressed him as if he were a naughty child. "Insubordination. I always hated it. And you're so thin-skinned, too. Betrayal? It's a fact of life. I'd tell you to get used to it, but of course it's too late for that." The last thing Frankie ever heard was the demon's words, curling into a scalding snarl. "I told you, you idiot, that Flippy was mine!"

By the time Frankie had fallen over, Nibs was already dead.

"Shame," Cthulhu shrugged carelessly. His pale blue eyes bore into the three remaining Tree Friends. "Your pal was only hit by a normal knife, but in here... there's no coming back."

Flippy met his gaze tenaciously. "I'm not faulting you with anything, but you didn't need to kill him," he said, nodding toward Frankie.

"He was a suck-up," Cthulhu replied, shrugging again. "When they try to charm you, that usually means they're planning something."

"He's right, there," Vance commented flatly from where he still crouched over Nibs. And Flippy had to agree. He felt not a shread of sympathy for the cowardly rat.

Suddenly, he blinked. Cthulhu still looked almost exactly like him, but at traces of gray seemed to be appearing in his green fur. Were Flippy's eyes playing trips on him?

And on the topic of eyes...

Cthulhu's stare hardened, and he locked eyes with Flippy. The blue darkened into shiny black, slowly filling his entire eyes until there was no trace of any other color left. And it was in that moment that Flippy was reminded exactly what he was dealing with: a demon.

"We should go," Vance said in a low voice.

"By all means," Cthulhu said in a half-snarl. "Go, regroup, find your friends. I like all my food on one plate."

The weasel rose slowly, and the three of them fled. As he went, Flippy looked back one more time at Nibs' fallen body and whispering sadly, "Thanks for all your help, Nibs."

* * *

Quietly, Lucky pursued the rat until he'd led her exactly where she needed to be. Her eyes were bright red with fury; she had no desire to let this disgusting creature live. Not with what he fully intended to do. As soon as she knew she could find her own way to room 512, she attacked him.

The rat barely had time to turn around before she had him pinned against the wall with her claws a fraction of a millimeter from his throat.

"So here's the bold little lady-killer," she snarled, struggling to suppress her own rage. Her tail fur was standing on end, as were her hackles. Her ears were flat against her head. "Gonna have your fun with the prisoner, are you?"

A single word slipped out of the trapped rodent's throat. "Please!"

Lucky shook her head to relieve it of the anger that muddled her. What was she doing? There was no time for this! Contemptuously she threw him down to the floor. "Get out," she snarled, eyes still scarlet. "Get out before I change my mind. Nothings faster than a cat chasing after vermin."

The hapless gangster needed no second bidding. With a flick of his naked tail, he was gone.

Lucky started toward the door marked 512. Vance always said she was too nice to everyone sometimes. Maybe he was right.

The cat turned the doorknob. It was locked.

Since when did that matter? Her friend was in there.

Lucky threw herself savagely at the door, and the wood cracked. She struck it again, harder, and the door swung open, partially shattered from the black cat's desperate effort. With her tail curled around the Idol so that her paws were free, Lucky crept in as quietly as possible.

There was no light at all in the room, but Lucky was a cat through and through. Her green eyes missed nothing, as though they cast rays of light from them. And there, curled up in a corner, was Flaky.

Not knowing whether or not to breathe a sigh of relief, Lucky rushed to the prone porcupine's side. Her stomach twisted to see the half-healed wounds and bruises that showed through her red fur. There were dark circles beneath Flaky's eyes, and errant quills stuck out all over the place. Lucky turned her eyes to Flaky's paws, which were bound tightly with rough ropes. Dried blood crusted around them, showing where they'd dug cruelly into her wrists. Hatred and disgust filled Lucky as she looked upon the evidence of the rats' harsh treatment of her friend.

Flaky was alive, though. Her mouth hung half-open, and she was still breathing. Looking closer, Lucky saw that there were fibers sticking between her teeth. The cat glanced back at the bonds. One part of the thick rope was frayed halfway through. The plucky porcupine had been chewing her way out; good for her!

Gently, Lucky shook her. "Flaky!" she hissed. "Flaky, wake up!"

Flaky's eyes fluttered open, and in an instant she pulled away. "Get away from me!" she half-snarled.

"No, Flaky, it's me, Lucky!" the black cat assured her. "It's all right, now. We're here for you. Hold still." Lucky's razor-sharp claws sliced several times at the ropes, severing them. Flaky winced as the bonds were removed, and blood oozed sluggishly from several cuts on her wrists. But still, Flaky hugged the cat.

"I knew you'd come," the porcupine panted with relief. "Is Flippy here, too?"

"Yeah," Lucky replied positively. "It's me, Flippy,Cuddles, Nibs, Vance, Splendid, Shifty, and Lifty. We're here for you, Flaky. Everything's gonna be fine now."

To her astonishment, Flaky waved away her reassurances. "Don't soften it for me," she said flatly. "I'm not five years old, so surprisingly I can handle stuff like this. I know we're not that far away from being doomed."

Rather than being hurt, Lucky was relieved that she wouldn't have to walk on eggshells for her timid friend. "Fine by me. Let's go."

* * *

The two of them left the room as quickly as possible, with Lucky helping the weakened porcupine along. Flaky sighed, grateful that her ordeal was halfway over, at least. Suddenly, they both froze. There was movement up ahead. The porcupine gulped; what now?

"Who's there?" Lucky hissed. "Show yourself!"

Vance came into view. "Lucky? Is that you?"

"Of course it's me!" Lucky said with a sigh of relief. "I have Flaky here, too!"

"Thank God," the weasel breathed. "You okay, Flaky?"

"I'm fine," Flaky replied. "Where's Flippy?"

"He's right—"

"Flaky!" The bear came bounding in, eyes bright with fear and worry. Instantly, Flaky forgot her fatigue and dashed to meet him. Flippy seized her in a warm hug, and she could feel his heart pounding. She wanted to say something, to apologize for making him worry so much, or to tell him how much she loved him. But when she turned her face to his, struggling to think of something to say, he leaned forward and kissed her. If he hadn't been holding her so tightly, she might have fallen over. She felt her fear lessen, and her previous trembling ceased.

Flippy broke off the kiss and simply held her close. Over her shoulder, he blinked at Lucky with immense gratitude in his eyes.

The cat looked around. "Where's Nibs? Is he coming?"

Slowly, Flippy closed his eyes and shook his head.

"Nibs didn't make it." Vance said grimly. "He got stabbed from behind by one of the other rats."

"Did you get the other one?" Lucky asked anxiously.

"No, Cthulhu did," Vance replied. "You know how unpredictable and vicious he is."

Flaky immediately thought of Ruby and Prickly. "Yeah," she said. "We know."

Another rat came hurrying down the hall after them, but Vance simply glanced at him. Flaky eyed the newcomer suspiciously.

"It's okay. He's on our side," Flippy reassured her. "Have you guys seen Cuddles and Splendid, or Shifty and Lifty?"

"Me and Splendid are right over here," Cuddles came bounding in. "Splendid saw you through the walls. We both got out of this pretty much unscathed." Both his eyes were blackened, and there were bite marks on his ears as well as various cuts and bruises. Splendid hovered in after him, with half his tail charred.

"Geez, Splendid, what happened to you?" Lucky asked.

"One of the rats... er... had a flame thrower," Splendid stammered.

"Yeah, right, a flame thrower," Cuddles scoffed, rolling his eyes. "The idiot nicked himself in the tail with his own laser vision."

"You said you wouldn't say one word," Splendid growled.

"Yeah, I'm saying a whole bunch of words, not just one," Cuddles snickered. His demeanor changed immediately. "Nibs is dead?"

"Yeah," Flippy affirmed. He was still holding Flaky as close as he could. "But the rest of us are fine."

"What about the raccoons?" Lucky asked.

"We're-- heheh-- good." Both of them joined the rest of the group, fully laden with stolen items.

Lucky gaped. "You know, you didn't have to keep all the stuff you stole."

Shifty and Lifty looked at each other, then back at her in obvious confusion. "Well then what's the point of stealing stuff?"

Cuddles smacked his forehead in exasperation. "Can we get on with this? Cthulhu's probably coming after us."

"If I know rats like Arnie and Joe, they've probably spread the word that we're here," Tony remarked hesitantly. "Who knows? The rats might lose heart. From what I can tell, Frankie was the only one who showed any loyalty to Cthulhu."

"It's Cthulhu we're up against; I doubt that matters," Vance said dryly.

"Let's go," Cuddles said anxiously. "I'm going. If we have to fight our way out, then fine. But we aren't getting any closer to safety by standing around here." With that, the rabbit scampered off. The others quickly followed him. Lucky placed a paw on Tony's shoulder.

"Hold on there, this isn't your fight. None of the rats should have been involved at all. If they've got any sense, they'll leave." Lucky looked him straight in the eye. "Can you go around and find all the rats, fast as you can? Get them out of here. This is gonna get ugly."

The rat nodded gamely. For the first time, Lucky realized that he couldn't have been any more than sixeen or seventeen years old. "I'll get everyone out."

"Then you get out yourself," Lucky told him.

"All right," Tony said with a nod. "This could be my chance at a good life. I could get a job." With that, he dashed off to warn the other rats.

Flippy kissed Flaky briefly one more time before taking her by the paw and going after their companions. Lucky and Vance took up the rear.

The cat dug her friend playfully in the side with her elbow. "You know, for a second there I was afraid you might say something dumb like 'get a room'."

Without warning, the weasel planted a brief but deep kiss on the cat's lips. He smiled sheepishly, lifting his shades back to let them rest on his brow, and revealing bright honey-brown eyes. "I've never gotten up enough nerve to do that until now, with you laying on the 'tude."

Pure exhilaration rushed through the cat, and she shot past Flippy, Flaky, Lifty, and all of them until she overtook Cuddles. "Hahah! Come on, slow slugs, before I fall asleep!"

* * *

They met Cthulhu almost immediately. The demon's eyes had gone back to normal, but that did nothing to lessen the fear that he seemed to inspire in everyone. The three jagged slash marks over his eyes, inflicted by Lucky's claws, made him look even more terrifying. Even Lucky herself paled, but no one could see it through her dark fur.

"Well, word got around," Cthulhu remarked. "Most of the rats are gone, now that whatsisname is dead."

"Yeah, they are," Vance snarled. His eyes were blocked behind blue reflective lenses once more. "You're all alone now."

Cthulhu took a deep breath through his nose and let it out, as if taking a breath of fresh air. "Yes, I am. All is as it should be. Or is it?" About six rats came out of the shadows, weapons at the ready. "You didn't really think I only had one rat who was loyal to me?"

Two things happened at once: the six rats swiftly surrounded them and attacked; Lucky and Flippy, with the same mindset, managed to avoid getting cornered by attacking Cthulhu.

Cthulhu only laughed when Flippy drew out his knife and Lucky unsheathed her claws. "You can't kill me, even if this place is cursed!" he taunted. "I'm a demon, in case you haven't realized that!"

Something hissed through the air, inches from Cthulhu's face, and thudded into the wall. Lucky glanced at it, startled. It was a dagger.

Cthulhu looked to where the weapon had come from, and a look of surprise and horror crossed his face. A familiar voice echoed in the large area.

"Hey, we're here to kick ass and slay demons! I hope we didn't miss anything important?" Tufted tail twitching, Winchester strode in. But that was not who had thrown the knife, nor what had caused Cthulhu's fear. There, standing beside Winchester, staring at Cthulhu with the utmost fury in her bright scarlet eyes, was Ruby.

"Hey, scar-face, remember me?"

* * *

**YEAH! It's picking up now! Dang, that was a long chapter! (falls over)**

**Oooh... Ruby's out for his blood now. D: RUN, CTHULHU! Oh wait, he's the villain. NEVER MIND!**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	18. Chapter 18

Cthulhu's initial terror was gone as suddenly as it had come. But Lucky could tell he was simply hiding it. With an air of false carelessness, the demon looked Ruby up and down before speaking.

"Didn't I kill you?"

Lucky yanked the dagger out of the wall and tossed it to the vixen. Ruby caught it deftly. "Yeah, you did," she replied, balancing knife on the tip of her left paw. "Now it's my turn. You're not the only one who's been working on magic tricks." Though her voice was icily calm, her eyes burned wrathfully. Blinking in bewilderment, Lucky stared at the fox's clenched right paw. Small flames, bright scarlet rather than yellow or orange, were appearing around her curled fist. "Yeah, you killed me, Cthulhu. You killed me in more ways than one. But it's thanks to you that I'm back."

The black cat watched Ruby's face carefully. Would Ruby find it in herself to kill him? Winchester had told her that Ruby's dagger could send demons straight back to hell, if a fatal blow was struck. Lucky could easily recognize the look in Ruby's eyes.

It was anguish.

_She still loves him,_ Lucky thought._ After everything he ever did to her, she will probably never truly hate him. Still, I wouldn't want to be in his fur at the moment._

Cthulhu rolled his eyes. "Girls," he said in an annoyed voice. "Nothing but angst. Maybe I killed you 'cause you're a total mama's girl. But then, maybe I killed you because you're just _so _dramatic."

Ruby lunged forward, catching him off-guard. Red fire blazed around her right paw, and she swung it in a wide arc, catching Cthulhu hard in the face. The latter was knocked to the ground, and Ruby stared down at him with demon-black eyes, paws surrounded by flames.

Slowly, Cthulhu got up. Blood ran from the corner of his mouth, but there was no sign of any scorch marks on his scarred face. Ruby seemed startled by this fact.

With a twisted smile on his face, Cthulhu held out his own paw and snapped his fingers. Like an ember from a cigarette lighter, a pale blue flame leaped from his paw.

"Two can play that game."

* * *

The rats had fled as soon as Winchester and Ruby showed up. Simple reason for that; who would want to stick around in the same room as an incredibly angry-looking demon-fox?

Ruby stared, momentarily dumbfounded, as the blue flame extinguished itself, and Cthulhu got to his feet smoothly. "Fire can't hurt me," he said, spitting on the ground between her feet. "Nor can it hurt you, I guess. What a shame. Right now I'd really like to set you on fire."

"The feeling is mutual," Ruby snarled coldly, getting over her brief startlement. "I'll just have to settle with sending you straight back to Hell, where you belong. Betcha won't be immune to that fire, now, will ya?"

Cthulhu shrugged and turned away, seeming to think this over; Ruby lowered her knife a few inches.

The demon whirled around and leaped swiftly. Completely unsurprised, Ruby dodged nimbly back so that he landed on his feet facing her.

Ruby's teeth showed white and sharp as she bared them in an angry snarl. "Ain't easy, is it?" she hissed. "It's a lot harder when they're ready for you, isn't it? No way you can sneak up behind me now." Her large bushy tail curled inward behind her.

Out of the corner of her eye, she saw Lucky unsheathe her claws and make as if to creep up on Cthulhu. She shot a glare at Lucky, warning the cat off. This was her fight. Lucky took the hint and backed off, repeating Ruby's silent warning to their other companions. As Ruby turned her full attention back to her opponent, she silently thanked Lucky for being so understanding.

Winchester blinked at her in confusion, moving to stand beside her. With an inward sigh, Ruby smacked him in the face with her huge tail. That settled the question; the lion lowered his head and stepped back.

"Well, if you're done ensuring privacy, can we please get on with this?" Cthulhu asked, seeming to swallow a yawn. Ruby made no move to attack, even though she would've liked to wipe that smug grin off his face. She knew that she alone possessed a weapon that could defeat him, but she also knew that if he managed to wrest it away, her own life would be at risk. Alive or dead, she was still a demon.

Ruby watched him intently, reminding herself to tense in readiness only when she saw him step backward with his left foot. Her gaze was drawn to his right foot. It look slightly twisted to one side, and she knew from years of running in the same gang as him that he always favored it. She could use this to her own advantage.

As she watched, Cthulhu's left foot went back a pace. That was the sign; that was the surefire way to know when he was about to attack. And he did.

Just as the demon came at her, Ruby's paw, still locked around the dagger hilt, smashed into his face. He faltered slightly for a split second before bringing his own weapon in a downward arc. The blade caught her in the shoulder, and though no blood flowed, the pain was enough to slow her down for a few seconds.

Cthulhu sprang forward, landed just short of her, and pivoted on his left foot as she swiftly recovered and clove the air with her dagger. She kicked out and knocked his left foot out from under him, forcing him to put his full weight on his right foot. He froze, eyes widening in pain.

It was then that Ruby realized that their bodies were almost touching, and a long-forgotten feeling of warmth embraced her. At that crucial moment, she hesitated, both savoring the emotion and trying to repress it._ No...not now!_

Cthulhu grasped the handle of his dagger and brought it down forcefully on the fox's forehead. Dazed, Ruby stumbled backward, and Cthulhu leaped to the doorway before anyone could react.

"Well, it's been fun, but I think I've had my fill," the demon announced before rapping the wall with his knife handle. A rumbling sound reached their ears. "Better hurry," the demon added cheerfully. "It won't hold up for long." Then he was gone.

"You had him!" Vance practically yelled. "Why'd you hesitate?"

"There's no time for that!" Ruby snapped. "Cthulhu's going to bring this entire building down! We have to get out, now!"

No one, not even the weasel, needed to be told twice. In a flash they were off, all of them wondering exactly how long the place would stay standing.

* * *

It was hard for Shifty to run when he was weighted down with loot. It always was, and normally that led to a very painful, bloody death. But if that happened this time, there was no coming back. So for the first time in his life, Shifty let go of his haul.

Lifty had gotten that idea much earlier on, and was running full pelt down the hall. Shifty ran after him with one piece of loot still clutched in his paw: the necklace he'd taken off the first rat they'd stolen from.

Currently, Shifty had no idea where the others were. Most likely, in their panic, they'd split up. But the raccoon found it hard to think about them with the building falling apart around him.

Up ahead, something caught his eye. A large beam on the high ceiling was coming down, and Lifty was running straight at it. If he kept going the same speed, it would crush him.

Lucky's words came back to him in a flash. _You think _they'd_ want you to refuse to help? After help was the very thing you needed?_ Shifty set his jaw grimly. He'd let three of his brothers die. There was no way in hell he'd let that happen to Lifty.

Even if it meant taking his brother's place.

Mind made up, Shifty put on an extra burst of speed and caught up with his brother just as the beam was about to fall. "WATCH OUT, LIFTY!" Shifty cannoned into his brother, knocking him head over tail and out of danger.

The metal beam knocked him flat on his face. He tried to get up, only to discover that he was trapped from the waist down.

Lifty scrambled up and ran toward him just as more rubble fell. With a furious shake of his head, Shifty shouted him off. "Get out of here!" His brother froze, unsure, staring frantically from Shifty, to the crumbling ceiling, to his escape route.

"DAMMIT LIFTY!" Shifty screamed. "Get the hell out of here before we both end up dead!"

"B-but... Shif..." Lifty stammered.

"GO!"

Lifty didn't move. There were tears brimming in his eyes. Out of sheer desperation Shifty snatched off his fedora and hurled it at him. "NOW!"

Slowly, reluctantly, Lifty turned and ran out the doorway. Even though Shifty could neither see his face nor hear him, he knew his brother was sobbing.

The raccoon glanced at his paw. He'd dropped the necklace somewhere, but it didn't matter. Despite his imminent death, he felt better than he ever had before. For once in his life, he'd done something selfless. And he wouldn't have traded ten successful heists for that moment. Tears poured out of his eyes as he braced himself to see his brothers again. All he regretted was that Petunia would never know how he felt...

Suddenly, the beam trapping him down moved oddly. A familiar voice reached his ears through the cacophony of rumbling.

"You know, many creatures say that I'm just bad luck and nothing else. Just that one little superstition-- could you give me a paw in lifting this thing? It's really heavy. But I'm not just bad luck. No, there's more to me than just dropping anvils on people." Shifty felt the beam slowly roll off of him. He turned his head to meet the eyes of his rescuer, and found Lucky grinning cheerily back at him before she finished what she was saying.

"I do charma too."

The cat was off like a rocket, and Shifty followed her just as the doorway began to cave in. He dashed through it before slipping and sliding to the ground, turning, and snatching his fedora out just in time before the doorway collapsed. Then, seeing that Lucky had gone to make her own escape, he dodged falling rubble and raced toward the sewer opening they'd come through, all the while screaming his brother's name. He'd survived.

* * *

Once she was sure Shifty would be all right on his own, Lucky focused on making her own way out. It wasn't long before she felt a sharp blow from behind, and she fell forward to all fours. Turning around, she wasn't surprised to see Cthulhu standing over her with his dagger upraised. He planted his foot on her stomach to prevent her from running or fighting back. Leering, he ran his paw over the scar over his eye.

"Time to pay you back for this."

Lucky yowled aloud in pain as she felt the blade dragged three times over the left side of her face. Blood welled up in her eyes, blocking her vision.

Her keen ears picked up footsteps approaching. Cthulhu removed his foot from her middle, and a few seconds later she could no longer sense him there.

Someone gently hoisted her up by the arm. Blinking blood out of her eyes, Lucky found herself staring into an unfamiliar bear's face.

"Who are you?" she demanded.

The bear blinked sky-blue eyes at the cat. "My name is Lilia," she replied, leading Lucky down the crumbling hallway. "I knew Cthulhu back when he was alive, like your friend Ruby. I probably know more about him than anyone else besides himself."

"You do?" Despite the severity of their situation, Lucky felt slightly excited by this prospect. "Could you help us bring him down? For good?"

Lilia stopped and turned to meet the cat's gaze. Lucky was surprised to see that the bear's eyes were slightly wet. "I'm afraid I could never bring myself to do that," she replied sadly. "I'm sorry."

"Why?"

Lucky blinked; was it blood in her eyes, or could she just make out the faint outline of wings on Lilia's shoulders? The indigo-furred bear continued to gaze sadly at her before replying.

"Because he is my son." Lilia nodded toward a door. "You'll find your way out from there. Hurry, now." With that, the bear vanished before her eyes.

* * *

**WHOA! New character! CTHULHU'S MOM! (falls over) And some major character development with Shifty and Lifty. WOW! I'm almost done with this one! But I still can't decide what to call the sequel. Dang.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	19. Reunited

**So, before you read this chapter, make sure you read my HTF: War fanfic, or else none of this will make any sense whatsoever.**

Flippy stared anxiously at the still-open sewer hatch. So far he, Ruby, Winchester, Vance, Splendid, and Cuddles had all made it into the sewer alive. Anxiously, they all waited for Lucky, Shifty, and Lifty to emerge.

"Come on, Lucky, come on!" Vance murmured anxiously. His nose was beginning to bleed again; furiously he rubbed at it.

The sound of running footsteps reached their ears, and they leaned forward for whoever was coming out.

Lifty scrambled into view, trembling so badly that he came out of the opening on all fours. Clearly in shock, he struggled to his feet.

"Lifty, what happened?" Winchester demanded. "What's wrong?"

"I was running..." Lifty gasped out. "A beam started falling, but I didn't see it. Shifty did. H-he knocked me out of the way, and it trapped him instead. He told me to run. So I ran."

Flippy stared at him, at a loss for words. But the raccoon's next words shocked him.

"I never told him anything," Lifty said hoarsely.

"Ne...Never... told me... what?"

Lifty spun around, immense relief and joy registering on his face. His brother attempted to crawl out headfirst, but it was quite clear that he was exhausted, so instead he fell out.

Much to the shock of everyone present, Lifty hugged him. "Thought I'd lost you, Shifty."

The raccoon handed his brother something. Flippy glanced at it, confused. It was a necklace that he didn't recognize, but clearly Shifty did.

Lifty shrugged, looking almost embarrassed. "I was gonna give it to Petunia... y'know, say it was from you."

Shifty grinned at him, punching him lightly in the shoulder. Lifty socked him in the arm, slightly harder.

"Ow!"

"Never do that again, Shifty!" Lifty glared at him. "You scared the crap out of me!"

In spite of himself, Flippy laughed. His merriment was short-lived, though. Lucky climbed into the sewers, her fur fluffed up with tension. She held the left side of her face, shielding it from view, but blood was leaking between her paw. In her free paw, she still held the Idol.

"Lucky!" Vance ran to her. "What happened?"

"Ran into Cthulhu on the way here," Lucky explained. Her tone sounded strange, and she dropped her paw from her face.

Three parallel slashes ran diagonally from her forehead to below her left eye, exactly like the wound she herself had inflicted on Cthulhu weeks before. Blood oozed sluggishly from the cuts and ran down her face.

"We gotta get to the surface, guys," she announced. There was an odd look in her eyes. "Now."

* * *

Flippy was the first one out of the sewers. Looking around, he blinked in surprise. Everything was shrouded in fog and mist.

"Where are we?" he muttered, half to himself.

Lucky clambered out. She looked around, eyes widening. The wounds on her face still dripped blood, but she ignored it.

"Oh my..." Winchester breathed. He pushed his rectangular glasses into place, blinking widely.

"I know this place," Ruby said softly as the she and the others climbed out into the open. "I've been here before."

"I should hope you have," an unfamiliar voice drawled. Vance jerked his head to see the speaker.

A bear leaned casually with his back against the side of a building, his paws stuffed in the large front pocket of his dark gray hooded sweatshirt. His fur was a lighter shade of gray, and for a moment Vance didn't recognize him. Then he caught sight of the scar over his left eye, and realized that they were looking at Cthulhu. The demon's blue eyes were larger and less dull and muted, and his voice was the normal high pitch for most Tree Friends, but there was no mistaking the scar, or the nasty glint in his eyes. Flippy's eyes widened as he looked at him.

_My God..._ he thought._ He's got to be at least three years younger than me!_

"I've been here before as well," Cthulhu continued, inspecting his nails. "It's where all us dead ones go, between life and afterlife." He looked up at the gray sky through narrowed eyes. "It's Crossroads. Only Shadow can move freely through here."

"Got that right!" someone laughed. Three dark green raccoons, looking almost identical to Shifty and Lifty, strode into view. "But he can let some of us through, too! Hey, bros, how've you been?"

"Thrifty!" Lifty yelled, overjoyed. "And Swiftie and Nifty!"

"We missed you three!" Shifty laughed, running to meet his brothers.

The five of them united with much back-pounding and shoulder-thumping. Vance lifted his shades briefly for a better view, and caught sight of Shifty crying. Stifling a laugh, he pushed his sunglasses back into place and decided not to say anything about it.

Cthulhu kept his eyes fixed on the sky, his narrowed blue eyes unreadable. He seemed to be waiting for something.

A porcupine burst in on the scene in a flash of red-gold quills, stopping in front of Flaky and beaming. "Hiya, Flaky! How ya been?"

Flaky stared at the porcupine as if she wasn't sure whether or not she was dreaming. Then, without warning, she hurled herself at the older porcupine with a yell of "BIG SIS!"

Flippy ran in and thumped the orange porcupine on the shoulder. "We've missed you, Prickly!"

Glancing to the side, he saw that Lucky, Vance, and Winchester were standing by looking a little left out, and Cuddles and Splendid were greeting the three raccoons. Ruby kept looking around expectantly, as did Cthulhu.

The bear's heart quickened suddenly. Would he see Teddy?"

"Hey Flippy!" the demon left off staring upward to jeer at him. "Where's your little midget brother now?"

Flippy glared at him, about to reply when a painfully familiar voice interrupted him.

"Up your butt and around the corner, Cthulhu! Or at least my foot will be if you don't shut up!" A small royal blue bear in a familiar black Greenday T-shirt strode in with a slight swagger. Turning to grin at Flippy, he blinked his large dark eyes, which were welling up with tears. "Hey, big brother."

For a moment, Flippy stared at him, not bothering to check his own tears as he stared at his lost younger brother. Suddenly, he let out a cry that was half a sob and half a laugh before throwing his arms around Teddy and hugging him tightly.

"I missed you so much," Flippy half-sobbed.

"Me too, Flippy."

Cthulhu was staring at him with the pure hatred in his eyes. "Aw, that gives me that warm fuzzy feeling," he said, his voice dripping sarcasm. "Oh wait, that's revulsion."

He was about to say something else when a raspy squawk sounded from the side. Teddy let go of Flippy, and he, Prickly, the three raccoons, and even Ruby turned to watch as a raven glided in. The huge black bird spread its wings wide, and as it landed it transformed. Black feathers became fur, and the creature landed on two feet. It was an ermine with dark inky fur, most of his face hidden by the hood of a long cloak. The wings remained, folded neatly behind his shoulders.

The ermine approached the group calmly, pausing only to cast a disapproving glance at Cthulhu, who had straightened up and was looking at the ermine with as close to submission in his eyes as he probably would ever have.

Teddy whispered to Flippy out of the corner of his mouth. "That's Shadow," he explained. "He's the Spirit Guide."

With a small smile at the little bear, Shadow spoke. "I thank you for the introduction," he said calmly before turning to Lucky. "I hope I find you well, my friend?"

The cat did not seem at all surprised by Shadow's knowledge of her; in fact, she seemed to know him as well. She dipped her head respectfully to him. "As well as can be expected, my lord."

Vance stared in confusion. "Do you two know each other?"

"I'm not dead, if that's what you're wondering," Lucky told him with a purr. "We've had dealings before."

"True enough," Shadow said with a nod. "I've had dealings with her and all those you see before you who are dead or once were dead. Truly dead, I mean." He paused to glance at Cthulhu. The demon met and held his gaze for a few moments before looking away. "Unfortunately, there is nothing I can do to reverse the curse you all are under. I can soften it, but only slightly and for one."

"Soften it how?" Flippy asked.

"I can let one person live and grow normally for a while, and he or she will be shielded from these senseless deaths," the dark ermine replied. "But whoever I do it to will go back to normal after... maybe three decades at the very, very most."

"Cub," Cuddles said automatically. "If you can do that, do it for Cub. Let him grow up." Shadow turned his face to the rabbit, and Cuddles looked at his feet in embarrassment.

"Thank you, Cuddles," Shadow said with a nod. "And I'm sure Cub will thank you, as well."

Ruby raised her voice. The sharpness of her tone was gone. "Why are you here, my lord?" she asked cautiously.

"To speak with all of you, especially you, Ruby," Shadow replied with a smile. "You are alive once again, child, but if you do happen to truly die, Hell will never be your destiny as long as you stay on this path you've chosen."

The fox blinked in surprise before giving him a rare smile. "Thank you."

"You have only yourself to thank," the black ermine replied. He turned to Cthulhu. "As for you..."

Cthulhu looked at him with a mixture of fear and defiance in his cold blue eyes. "What about me?"

"It is unfortunate," Shadow sighed. "But it seems that now, not even Hell wants you."

"And this is unfortunate how...?" Confidence growing, Cthulhu let a smart aleck tone enter his voice.

"Unfortunate not for you perhaps, but for him," Shadow replied, gesturing to Flippy. "He still has to put up with you, as do everyone else."

Flippy turned and met Cthulhu's eyes evenly. "I beg to differ," he said, smiling angrily. "He's going to be the one having to put up with me." His eyes darkened. "It won't be as easy to control me, Cthulhu. I will fight."

Redness flashed for a split second in Lucky's eyes, and she narrowed them into slits. "We all will."

"Another reason for my appearance," Shadow continued, "is to give all of you a chance to see your loved ones again, even if it is only for a time." Even though Flippy could not see his eyes, he could practically feel the ermine's sadness. "And we will have to leave soon, I'm afraid."

Flippy's heart wrenched, and he looked down at his little brother with tears blurring his sight. Teddy was staring up at him, his large eyes shining with pain at the thought of being separated from him again. The smaller bear turned his heartbreaking gaze to Shadow.

"Do I really have to leave again?"

Lucky watched them for a long time. Suddenly, she turned to the ermine. "My lord, couldn't you simply..." she whispered something to him.

"Why yes, of course it can be done," Shadow replied, looking at her in bewilderment. "Except... are you quite sure you would choose this, Teddy?"

"He's right, Teddy," Flippy agreed reluctantly. "Living forever isn't all it's cracked up to be. I think you'd be happier where you already are."

"But Flippy, I'm never gonna be happy if I know you aren't," Teddy's shining eyes widened. "And I know you aren't."

Flippy looked down at his wide-eyed younger brother, and suddenly let out a laugh. "Can those eyes get any bigger?"

"He's right, you know," Nifty spoke up. "The little guy's been moping around, watching you, for the past... how long has it been?"

Teddy bristled suddenly. "I'm not little!"

"He hasn't said that in a while, too," Thrifty added with a chuckle.

Shadow laughed quietly. "Well..." he said, clapping Lucky on the back. "We must go now. Except for you, Teddy." He laid a paw firmly on the undersized bear's shoulder. Teddy stiffened and gasped, eyes widening, as if he had just received a tremendous electric shock.

"Yes, life," Shadow said softly. "A powerful thing. Use it well, child." He turned to the rest of those who were still alive. "That goes for you all. Do not by any means take it for granted. A time will come again when you will fight for your lives."

"Oh, and Shifty, good luck with Petunia," Nifty added.

Shadow led the spirits away, but paused by Cthulhu. He muttered something to the demon in a contempt-laden voice, and Cthulhu's blue eyes widened. He snarled angrily and might have jumped on the ermine if not for Lucky, who had been standing nearest to him. She caught him by the back of his sweatshirt, and there was a look of surprise on her face at Cthulhu's audacity.

The dark ermine raised an eyebrow at the angry demon, and a half-smile briefly twitched at his mouth before he continued on his way.

Flippy blinked. The mist and fog, as well as the ermine, the porcupine, and the three raccoons, had faded from view.

A small laugh at his side attracted his attention. Teddy still stood beside him, staring down at himself and making small noises of excitement, which quickly strengthened into delighted laughter.

"I'm alive!" Teddy yelled joyfully. "I'm alive again! YEAH!"

Cuddles caught him in a headlock and gave him an enthusiastic noogy. "Good for you, Teddy!" the rabbit laughed. "It's been a drag around here without you hangin' around!"

Teddy managed to twist away and bounced up beside his brother. "We have a lot of catching up to do, don't we, Flippy?"

"Yeah..." Flippy could still barely believe that this was really happening. Finally, after years of guilt and loneliness, he had his kid brother back. Teddy noticed the stunned look on his face and grinned.

"Ah, hell, Flippy, you aren't gonna start crying again, are you?"

Despite the tears that were threatening to spill over in his eyes, Flippy laughed. "I think I will, just to piss you off."

Teddy laughed again and embraced his older brother. Despite Teddy's previous statement, Flippy could feel his brothers tears soaking through his jacket. A painful lump developed in his throat, and he finally said what he had longed to say for so many years.

"Teddy... I'm so sorry."

"Sorry for what?"

"For... for not being there for you," Flippy replied, feeling his shame at leaving his brother behind renewed. "I mean... I just ran like hell and left you behind."

"Don't be stupid," Teddy half-scoffed, half-laughed. "It wasn't your fault. You really need to stop beating yourself up about it."

"I know," Flippy sighed. "I just wish you could've had a choice."

Teddy shook his head, as if he couldn't believe Flippy was so stupid. "But Flippy, I did have a choice. I had a huge choice, and I made it."

Flippy let go of his brother. "What do you mean?"

All the others were paying attention. Looking embarrassed, Teddy shrugged. "I saw that red dot on you, Flippy. I knew you couldn't have outrun a bullet , so I..." He shuffled his feet slightly. "I took it for you."

For a moment, Flippy stared openmouthed at him, overcome with emotion.

A slow smile spread across Lucky's face as she spun the Idol on her fingertip. "Willing sacrifice is one of the noblest deeds there are," she said philosophically. Vance looked at her strangely. "Oh, sorry, being around Shadow always makes me like that."

Cuddles grinned. "The jeep's over there," he pointed out. "Let's go home; I'll drive." He glanced at Winchester and Ruby. "You guys need a ride?"

Ches declined politely. "No thanks, I brought my car."

"Can we ride with you?" Shifty asked, speaking for himself and his brother. "Flippy's is a little cramped."

"Sure."

Flaky was leaning against Flippy, dozing slightly. "You okay?" he asked, his concern plain.

"Yeah, I'm fine," the porcupine said quietly. "Just a little tired." She looked back in the direction they had come, her eyes shining with sadness. "Nibs won't be coming with us."

Flippy put his arm around her gently, not knowing of any other way to comfort her.

Minutes later, the jeep took off rather speedily down the street toward Happy Tree Town, with Cuddles behind the wheel, Lucky and Vance squashed together in the passenger seat, and Teddy, Flippy, and Flaky in the back. The porcupine had fallen asleep on Flippy's shoulder.

An odd feeling came over the green bear, and for the first time he realized that he had not seen Cthulhu. A faint, wild hope crossed his mind. Was the demon gone?

_You'd just love that, wouldn't you?_ an all-too-familiar voice whispered in his mind. _I'm not gone, Flippy. Not by a long shot._

* * *

**So! The next chapter will be the epilogue, and then this fic will be over! But the story won't... Also, I've noticed from this chapter that I'm making a lot of religious references here, and I'd just like to say that I am not, nor ever will be, a follower of any religion and/or faith (not that there's anything wrong with that, of course), and in this story the farthest I will go in terms of religious stuffs is the use of angels, demons, and of course Heaven and Hell. I will not have a 'God' at any time, only my awesome Grim Reaper-esque character, Shadow (who I love 8D).**

**At your disposal (sort of),**

**Adderstar of ValorClan**


	20. Epilogue

Flaky was exhausted, but she tried her best not to show it too much. Sweat still glistened on her face, and she was panting with fatigue. Beside her, Flippy was practically sobbing with relief.

"You did it!" he said happily, kissing her on the forehead. "We have twins!"

"Both boys!" Nurse Giggles announced as she approached, carrying both infants. Some reserve of energy lent strength to Flaky's arms, and she held them out. The chipmunk placed one baby in her arms, and the other in Flippy's.

Flaky smiled lovingly at her newborn son, who blinked up at her and, as if seeing nothing of interest, promptly went to sleep. The porcupine laughed softly, stroking the soft red quills on the baby. Lifting a corner of the blanket back, she noticed that there was a patch of red fur on his front. Other than the red mark and the quills, the little creature was pale green.

Flippy leaned in close to show her the other twin, who looked almost identical but for a red ring around one eye, and no splotch on his front. "They're beautiful," the bear whispered, kissing her again.

"You have visitors," Giggles spoke up from the doorway before returning to her desk.

"Finally!" a familiar voice called out. Lucky strode in, followed. "Hi, Flaky. Feeling okay?"

"I'm fine, just a little tired," Flaky replied. "Hello, Vance. Hey, Epic."

"Morning," the weasel greeted her.

"Hey," the bear added. "Uncle Disco woulda been here but he stayed up real late at a club and he's kinda... out of it."

"Thanks for coming," said Flippy. He looked around. "Hey, where's Teddy?"

"Traffic," Lucky replied, rolling her eyes. "You wouldn't believe it. We actually left the grocery store the minute we got your call this morning, and we just got here twenty minutes ago. He'll be along later. Shifty says he's sorry he can't come, but he and Petunia are really occupied on the phone."

"How come?" Flippy asked.

"Petunia just found out she's pregnant, and they have to sort a bunch of things out with insurance and medical coverage and everything," Epic explained. "Having kids is not cheap at all. That's why I'm never doing it."

"Also 'cause you don't have a girlfriend," Vance snickered.

A small brown animal covered in darker spots managed to totter forward out of his father's paws a few steps before falling flat on his face. Lucky hurried over to place her two-year-old son back on his feet. "Careful, there."

Lucky and Vance approached the hospital bed for a better look at the new babies. "They're wonderful, Flaky," Lucky commented. "I'm saying this to you because I know none of their good looks come from their father, kind of like with Jake." The cat dodged a swat from Vance, then turned to meet Flippy's "drop dead" look. "Oh, lighten up, you two! I was just kidding."

"What are their names?" Vance asked, changing the subject.

"We haven't decided yet--" Flaky began, but was interrupted by Lucky chiding her young son.

"Jake, dear, don't pull Mommy's tail."

"Pickamee up, Mommy! Wanna see!"

"Yes, Your Majesty," Lucky purred. "Er, Vance, could you lift him? My paws are full, and I don't think anyone would want me to put drop this thing." She looked down at the Idol she always had. Vance laughed, bending down and lifting Jake up to give him a better view of the infants.

The little cat-weasel studied the baby in Flaky's arms closely before turning his attention to the other. Flippy leaned forward.

"Well, Jake? What do you think?"

Jake seemed to think deeply on the matter before letting out a giggle. "'E's a li'l spikah!"

"A little spiker, eh?" Lucky laughed. "That's a good one, Jake."

"Spiker?" Flippy echoed. "I like that. What do you think, Flaky?"

Flaky laughed quietly. "Give Jake that honor. We'll name him Spiker."

"What about the other one?" Epic asked. "He has a little tail, look!" Lucky glanced down at the baby in Flaky's arms. Sure enough, the newborn had a red quill-covered tail, which twitched as he slept.

"My mother had a tail," Flaky said thoughtfully. "Neither I nor my sister had one, but I guess it just didn't show in our phenotypes."

Vance blinked. "I failed biology, just so you know."

"You know, Flippy, he looks kind of like you after a rampage," Lucky commented. "Only with quills and a tail."

"Gee, thanks," Flippy said sarcastically. "And Jake looks like a hyena, did I mention that?"

"Hey!" Lucky glared at him.

"Why don't we call him Splash?" Flaky suggested, rather testily. "That's if you're done bickering."

"We're not bickering, we're debating!" Lucky said defensively. She was about to say something else when a mirror across the hall caught her eye. It was positioned perfectly to show a view of the room they were in, and everyone in it. Except... the polished glass surface showed eight people in the room rather than seven. One of them turned his head slightly to look at her. Blue eyes glinting, Cthulhu smiled and nodded in the direction of the two infants in the mirror.

"Excuse me, guys, I have to... uh... go to the bathroom," Lucky said, excusing herself. She kept her gaze on the mirror, reddening eyes locked on Cthulhu's mocking blue ones. As she passed it, she let out a threatening hiss, careful not to let the others hear her.

She pushed open the door to the ladies' room, breathing a sigh of relief that it was empty. Or rather... it might have been.

Cthulhu was in the mirror, leaning against the wall casually. He no longer looked like Flippy; rather, he looked exactly like he had when they'd all been in Crossroads, a little more than two years before.

Lucky flattened her ears at him. "You perv," she said disgustedly. "Is this what you do in your free time?"

The demon rolled his eyes. "No, I was just bored."

"And curious, apparently."

"Shut up." His blue eyes glinted dangerously. "Or next time I might scar that pretty face again."

Lucky traced her paw over the slashes across her left eye. "Let's simplify things and just call it even," she replied flatly. "What do you want? Why're you here?"

"Because you've been staring down Flippy for the past two years, and somehow I don't think it's him you're trying to stare down," the demon informed her. "So the question is, What do _you_ want?"

"There's just a question I've been having for a while now, ever since Ruby told me a little bit about you," Lucky replied airily. "Not that I really expect you to answer it or anything."

"I'd be concerned for your mental capacity if you did. But what's your question anyway?"

Lucky's eyes narrowed. "Why'd you kill your dad?"

Cthulhu blinked. Pure astonishment was the first thing to register on his face, but it quickly morphed to confusion... and something that looked suspiciously like fear. He opened and closed his mouth several times, but no sound came out.

The black cat tapped her foot, raising an eyebrow. "Well? The answer's obviously not a fish out of water, but from the looks of it, that's what you're trying to pantomime."

Cthulhu shook his head as if to clear it, and the muddled look in his eyes was replaced by the familiar old stark hatred. His teeth showed sharp and white as he gritted out, "That's none of your business, cat," and vanished from the mirror.

"Oh well," Lucky said out loud. "It's not like I actually expected an honest answer from him. Or a polite one, for that matter. What a jerk; hanging around in the girl's bathroom like tha--" Suddenly, she stopped her conversation with herself, mouth opening wide. Of course, why hadn't she thought of that before! Come to think of it, why hadn't anyone else? Oh yeah...

A daring smile crossed the cat's face, and she spoke out loud. "We'll defeat you yet, Cthulhu. If I'm right, then we can make sure you won't be a problem anymore." With that, the feisty black cat slipped out the door to rejoin her family and friends.

* * *

**O...M...G!!**

**I finished it! Wow... the first full-length fic I ever finished was the last full-length fic I ever published! That's got to be a paradox of some sort...**

**So, if you were confused, the epilogue takes place two years after the last chapter. Sorry if I didn't make that clear. ****And yes, little Jake does look like a hyena.**

**Keep watch for the sequel, Blood is Thicker than Water.**

**At your disposal (sort of),**

**Adderstar of ValorClan**


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